October 30, 2025

 

Mr. Lakhbir S. Lamba

568 Macleod Drive

Gibsonia, PA 15044

 

Dear Lakhbir,

This offer letter agreement (the “Offer Letter”) describes certain specific components of the terms of employment offered to you (or the “Executive”) by Regional Management Corp. (the “Corporation”) for the position of President and Chief Executive Officer. Please let me know if you have any questions about any of these terms:

Beginning in calendar year 2027, Executive will be eligible to participate in and receive long-term incentive awards under the Stock Plan as determined by the Committee in its discretion.

This offer is contingent upon Executive satisfactorily completing the appropriate background checks (criminal, civil, and license verification), credit check, and drug test required of all potential employees of the Corporation, and providing appropriate documentation to establish Executive’s authorization to work in the United States in accordance with applicable law.

To confirm that you agree to the terms stated in this Offer Letter, please sign the Offer Letter below and return it to me at your earliest opportunity.

Sincerely,

/s/ Steven J. Freiberg

Steven J. Freiberg

Chair, Human Resources and Compensation Committee

On behalf of the Board of Directors

Regional Management Corp.

 

The provisions of this Offer Letter and the terms of offer of employment have been read, are understood, and the offer is herewith accepted. I understand that my employment is contingent upon the satisfactory completion of background, credit, and reference checks, and a pre-employment drug test.

 

Signature:		/s/ Lakhbir S. Lamba				Date:		11/3/2025
		Name: Lakhbir S. Lamba

 

 

October 30, 2025

Mr. Robert W. Beck

c/o Regional Management Corp.

979 Batesville Road, Suite B

Greer, SC 29651

Re: President and Chief Executive Officer Transition Matters

Dear Rob:

You have notified Regional Management Corp. (the “Corporation”) that you intend to resign from the positions of President and Chief Executive Officer of the Corporation, with the effective date of such resignation to be on or about November 10, 2025 (as defined below, the “Transition Start Date”), and to retire as an employee of the Corporation effective June 30, 2026. To assist with the orderly transition of duties and responsibilities from you to a new President and Chief Executive Officer of the Corporation, you and the Corporation have agreed that you will serve in your current role until the Transition Start Date and that you will continue as a non-executive level employee of the Corporation from the Transition Start Date until your last day of employment with the Corporation (the “Termination Date”). The period between the Transition Start Date and the Termination Date is referred to herein as the “Transition Period.” This Letter Agreement (including Schedule A, attached hereto, the “Letter Agreement”) sets forth certain understandings, agreements, and obligations between you and the Corporation related to your resignation from your position as President and Chief Executive Officer of the Corporation and related transition matters.

You expressly acknowledge and agree that you are obligated to, shall continue to be obligated to, and shall comply with, the provisions of Section 6 (“Restrictive Covenants”) and Section 13(n) (“Injunctive Relief/Arbitration; Personal Jurisdiction and Venue”) of the Severance Plan (notwithstanding the provisions of Paragraph 2 herein), provided, however, that Section 6(f) (“Restrictive Covenants – Non-Compete”) shall be amended as follows: The Participant agrees that for a period of one (1) year following the Participant’s Termination Date, he shall not, directly or indirectly, on behalf of himself or any other person or entity, (i) work, whether on a full-time, part-time, consulting, or contractor basis, as an officer or in another capacity similar to his management position with the Company for, (ii) provide Business Services to or on behalf of, (iii) operate or manage, or (iv) have an ownership or controlling interest in, the following competitors of the Company: OneMain Financial, Mariner Finance, Lendmark Financial Services, World Acceptance Corp., Republic Finance, goeasy Ltd. (if and to the extent that goeasy Ltd. conducts or seeks to conduct operations within the Non-Compete Territory), Oportun Financial Corporation, Attain Finance and its affiliates, 1st Franklin Financial, and their parents, subsidiaries, and/or affiliate companies. Moreover, the restriction in this Section 6(f) shall not prevent the Participant from owning, for personal investment purposes, up to one percent (1%) of the stock of any entity whose securities are listed on a national or regional securities exchange or have been registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended.You acknowledge and agree that the terms and conditions of Section 6 of the Severance Plan, as modified above, are reasonable and necessary to protect the legitimate interests of the Corporation and that any violation of Section 6 of the Severance Plan by you may cause substantial and irreparable harm to the Corporation. You also agree that the Corporation may seek any remedies set forth in Section 6 of the Severance Plan should you violate Section 6 of the Severance Plan. You and the Corporation specifically agree that Section 6 of the Severance Plan is incorporated herein by reference and integrated as amended herein. Notwithstanding the foregoing, (a) nothing in this Letter Agreement prohibits you from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, or any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation, and you acknowledge and understand that you do not need the prior authorization of the Corporation to make any such reports or disclosures and are not required to notify the Corporation that you have made or will make such reports or disclosures; and (b) you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 8. Continuing Cooperation. Until the expiration of the applicable statutes of limitations, you agree to provide continuing reasonable cooperation, with due regard for your other professional commitments, to the Corporation in the prosecution and/or defense of any asserted or unasserted claims, charges, or lawsuits pending against it. Such cooperation shall include, but not be limited to, providing the Corporation and its legal counsel with information, affidavits, deposition testimony, or testimony as a witness in any forum; provided, however, that the Corporation will use good faith efforts to minimize any undue burden upon you in connection with your compliance with this Paragraph 8. You also agree to participate in joint messages to financial institutions and oversight agencies at the Corporation’s request. Following the Termination Date, the Corporation agrees to reimburse you for reasonable out-of-pocket expenses incurred by you at the request of the Corporation with respect to your compliance with this Paragraph 8 and, to the extent that you are required to spend substantial time on such matters, the Corporation will compensate you at an hourly rate of $340 per hour.

If to the Corporation:

Regional Management Corp.

979 Batesville Road, Suite B

Greer, SC 29651

Attention: General Counsel

 

With a copy to:

Womble Bond Dickinson (US) LLP

301 South College Street, Suite 3500

Charlotte, NC 28202-6037

Attention: Jane Jeffries Jones

If to you, to your home address on file with the Corporation’s Human Resources department or addressed to such other address as may have been furnished to the sender by notice hereunder. All notices shall be deemed given (a) on the date on which delivered if delivered by hand, (b) on the next business day if sent by reputable overnight commercial courier, or (c) three business days after deposit in the mail if sent by certified mail, return receipt requested postage prepaid, except that notice of change of address will be effective only upon receipt by the other party.

 [Signature Page to Follow] 

If the terms of this Letter Agreement are acceptable, please sign the letter below and return it to me at your earliest opportunity.

Sincerely,

/s/ Steven J. Freiberg________________________

Steven J. Freiberg
Chair of the Human Resources and Compensation Committee of the Board of Directors

I have read and understand the provisions of this Letter Agreement and I hereby agree to the terms of this Letter Agreement.

Signature:

 

/s/ Robert W. Beck_______________________ Robert W. Beck Restricted Stock Award Agreement under the 2015 Plan dated June 14, 2023 for 49,148 shares.

 

Date: October 30, 2025

Schedule A

General Vesting, Forfeiture Terms, and Treatment Upon Termination of

Employment of Outstanding, Unvested Awards Under Stock Plan Award Agreements

 

This summary is qualified in its entirety by the terms of the applicable Stock Plan and related Award Agreement:

For the avoidance of doubt, your resignation from the positions of President and Chief Executive Officer on the Transition Start Date will not be deemed to be a termination of employment for purposes of each Award Agreement.

REGIONAL MANAGEMENT CORP. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN

(AS AMENDED AND RESTATED EFFECTIVE OCTOBER 30, 2025)

This Executive Severance and Change in Control Plan has been established by Regional Management Corp. (the “Company”) to provide Participants with the opportunity to receive severance benefits in the event of certain terminations of employment. The Plan is intended to further the best interests of the Company and its stockholders by attracting and retaining qualified executives and also attempting to assure the present and future continuity, objectivity, and dedication of management in the event of a Change in Control. The Plan is intended to qualify as a “top-hat” plan under ERISA, in that it is intended to be an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) which is unfunded and provides benefits only to a select group of management or highly compensated employees of the Company.

In addition to other terms defined herein or in a Participation Agreement or other applicable instrument, wherever used in the Plan, the following terms shall have the meanings set forth below (unless otherwise indicated by the context):

For the purposes herein, the term “person” shall mean any individual, corporation, partnership, group, association, or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than the Company, a Subsidiary, or any employee benefit plan(s) sponsored or maintained by the Company or a Subsidiary, and the term “beneficial owner” shall have the meaning given the term in Rule 13d-3 under the Exchange Act.

For clarity, a transaction shall not constitute a Change in Control if its principal purpose is to change the state of the Company’s incorporation, create a holding company that would be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction, or is another transaction of other similar effect.

Notwithstanding the preceding provisions, in the event that any compensation paid under the Plan is deemed to be deferred compensation subject to (and not exempt from) the provisions of Code Section 409A, then payment to be made upon a Change in Control may be permitted, in the Board’s discretion (if and to the extent permitted under Code Section 409A), upon the occurrence of one or more of the following events (as they are defined and interpreted under Code Section 409A): (A) a change in the ownership of the Company; (B) a change in effective control of the Company; or (C) a change in the ownership of a substantial portion of the assets of the Company.

Notwithstanding the foregoing, no event shall constitute Good Reason unless (i) the Participant notifies the Board in writing of his or her intention to terminate for Good Reason (describing the condition(s) that allegedly constitute Good Reason) within thirty (30) calendar days after the Participant knows or has reason to know of the occurrence of any such event, (ii) the Company does not cure said condition within thirty (30) days after its receipt of the Participant’s written notice, and (iii), in the event the Company does not cure said condition, the Participant terminates his or her employment within thirty (30) calendar days after the period for curing said condition has expired.

(a) General. The Plan shall be administered and interpreted by the Committee; provided, however, that the Board may, in its sole discretion, take any action delegated to the Committee under the Plan as it may deem necessary or appropriate. The members of the Committee shall be deemed independent if and to the extent required under Applicable Law. (b) Additional Provisions Regarding Committee Authority. Subject to the terms of the Plan and Applicable Law, the Committee shall have full authority in its discretion to take any action with respect to the Plan, including but not limited to the authority to (i) determine individuals who are selected to participate in the Plan; (ii) construe and interpret the Plan, Participation Agreements, and any other instruments under the Plan and establish and interpret rules and regulations for administering the Plan; and (iii) make all other determinations deemed necessary or advisable for administering the Plan. Any decision made, or action taken, by the Committee under the Plan shall be final, conclusive, and binding on the Company, any Affiliates, any Participant, and any other person. The Committee’s authority to select Participants under the Plan shall not in any way restrict the authority of the Company to grant compensation to employees or other service providers under any other compensation plan, program, or arrangement of the Company.(c) Manner of Acting; Indemnification. In addition to action by meeting in accordance with Applicable Law, any action of the Committee with respect to the Plan may be taken by a written instrument signed by all of the members of the Committee, and any action so taken by written consent shall be as fully effective as if it had been taken by a majority of the members at a meeting duly called and held. All expenses incurred in the administration of the Plan shall be paid by the Company. No member of the Board or the Committee shall be liable for any act, omission, interpretation, construction, or determination made in connection with the Plan other than as a result of such individual’s willful misconduct. The members of the Board and the Committee shall be entitled to indemnification and reimbursement in the manner and to the fullest extent provided in the Company’s certificate of incorporation and/or bylaws and/or pursuant to Applicable Law. (d) Delegation. The Committee may in its discretion delegate to the Chief Executive Officer or other officers ministerial or other administrative authority under the Plan, subject to the requirements of Applicable Law and such terms and conditions as may be established by the Committee. In the case of such delegation, references to the “Committee” herein shall include such designee or designees, unless the context otherwise requires (as determined by the Committee).

In the event of a Participant’s termination of employment, the following provisions shall apply. The Committee shall have discretion to determine the basis for a Participant’s termination of employment.

Accordingly, if a Participant is a party to an employment, severance, termination, salary continuation, or other similar agreement with the Company, or is a participant in any other severance and/or change in control plan, practice, or policy of the Company, the severance benefits to which the Participant is entitled under the Plan shall be reduced (but not below zero) by the amount of severance pay to which he or she is entitled under such other agreement, plan, practice, or policy; provided that the reduction set forth in this Section 5(l) shall not apply as to any other such agreement, plan, practice, or policy that contains a reduction provision substantially similar to this Section 5(l) so long as the reduction provision of such other agreement, plan, practice, or policy is applied and the Participant does not receive duplicate benefits. The Severance Payments and, where applicable, any Pro Rata Bonus and Prior Bonus payments, to be made in accordance with this Section 5 shall constitute liquidated damages, and a Participant will not be entitled to any other compensation from the Company under the Plan or otherwise except as provided in this Section 5. Notwithstanding the preceding provisions of this Section 5(l), however, equity awards and other long-term incentive awards held by a Participant shall be governed by the provisions of Section 5(h) herein. 6. Restrictive Covenants The Company’s obligation to pay Severance Payments, any Pro Rata Bonus, any Prior Bonus, any health care reimbursement benefits, and/or provide other benefits to a Participant under the Plan shall be subject to the Participant’s compliance with the following restrictive covenants (the “Restrictive Covenants”), and, by participating in the Plan, a Participant shall be deemed to have agreed to and shall abide and be bound by the following Restrictive Covenants: (a) Confidentiality. (i) The Participant acknowledges that during the Employment Period and prior thereto when he or she was an employee, agent, director, or officer of or consultant to the Company, the Participant has been given and will continue to have, in connection with the conduct of the Business, access and exposure to trade secrets and other confidential information in written, oral, electronic, and other form regarding the Company and its Subsidiaries, and their respective Affiliates, businesses, operations, equipment, products, and employees (“Confidential Information”), including, but not limited to: (A) the identities of customers and key accounts and relationships and potential customers and key accounts and relationships, including, without limitation, the identity of customers and key accounts and potential customers and key accounts cultivated or maintained by the Participant while providing services to the Company or its Subsidiaries, or that the Participant cultivates or maintains while providing services at the Company or its Subsidiaries using the Company’s (or its Subsidiaries’) products, name, and infrastructure, and the identities of contact persons at those customers and key accounts and potential customers and key accounts, as well as other such confidential information related to the Business to which the Participant is exposed during the course of his or her employment or service; (B) the particular preferences, likes, dislikes, and needs of those customers and key accounts and relationships, and potential customers and key accounts and

The Participant represents he is not subject to any contractual or other obligations, including but not limited to any non-competition, non-solicitation, confidentiality, and/or other restrictive covenants, that preclude him or her from being a participant in the Plan or would in any way restrict his or her work activities as required under the Plan. The Participant represents further that he or she does not possess any prior employer or other third-party proprietary information and shall not use or disclose any such information in his or her work for the Company. In the event that said representations should be untrue to any material extent and a related action should be initiated against the Company or its Subsidiaries, the Participant agrees to promptly indemnify the Company or its Subsidiaries for any resulting liability and costs, including attorneys’ fees, as they are incurred in full. (q) Survival; Subsequent Employer Notice. The provisions contained in this Section 6, Section 13(b) and Section 13(n) will survive termination of the Plan or the Participant’s termination in the Plan regardless of whether such termination is initiated by the Company or the Participant. In the event of the termination of his or her employment with the Company and subsequent employment with, or work for, another entity or person, the Participant agrees to notify the Company of his or her new employment or work, including the name and address of the new employer or entity or person he or she intends to work for, before commencing work for the new employer or other entity or person. 7. Parachute Payments If any of the payments or benefits received or to be received by a Participant (including, without limitation, any payment or benefits received in connection with a Change in Control or the Participant’s termination of employment, whether pursuant to the terms of the Plan or any other plan, arrangement or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Code Section 280G and would, but for this Section 7, be subject to the Excise Tax, then prior to making the 280G Payments, a calculation shall be made comparing (i) the net benefit to the Participant of the 280G Payments after payment of the Excise Tax to (ii) the net benefit to the Participant if the 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above shall the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the 280G Payments is subject to the Excise Tax. Any reduction made pursuant to this Section 7 shall be made in a manner determined by the Accounting Firm (as defined below) that maximizes the Participant’s economic position and is consistent with the requirements of Code Section 409A. All calculations and determinations under this Section 7 shall be made by the Company’s regular independent accounting firm at the expense of the Company or, at the election and expense of the Participant, another nationally recognized independent accounting firm (the “Accounting Firm”) acceptable to the Company. The Company shall instruct the Accounting Firm to make all such calculations and determinations in a manner that is in the best interests of the Participant and maximizes the Participant’s position. For purposes of making the calculations and determinations required by this Section 7, the Accounting Firm may rely on reasonable, good faith assumptions and approximations concerning the application of Code Section 280G and Code Section 4999. The Company and the Participant shall furnish the Accounting Firm with such information and documents as the Accounting Firm may reasonably request in order to make its calculations and determinations under this Section 7. All calculations and determinations by the Accounting Firm shall be binding upon the Company and the Participant. If any payments or benefits are reduced under the Plan pursuant to this Section 7, the Participant shall pay all such assessed excise taxes, and any income taxes and additional excise taxes resulting solely from the payment of such excise taxes.

If the provisions of Code Section 280G and Section 4999 or any successor provisions are repealed without succession, this Section 7 will be of no further force or effect.

Notwithstanding any other provision in the Plan to the contrary, if and to the extent that Code Section 409A is deemed to apply to any benefit under the Plan, it is the general intention of the Company that such benefits shall, to the extent practicable, comply with, or be exempt from, Code Section 409A, and the Plan shall, to the extent practicable, be construed in accordance therewith. Deferrals of benefits distributable pursuant to the Plan that are otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with or otherwise exempt from Code Section 409A. In the event that the Company (or a successor thereto) has any stock which is publicly traded on an established securities market or otherwise and a Participant is determined to be a “specified employee” (as defined under Code Section 409A), any payment of deferred compensation subject to Code Section 409A to be made to the Participant upon a separation from service may not be made before the date that is six months after the Participant’s separation from service (or death, if earlier). To the extent that a Participant becomes subject to the six-month delay rule, all payments of deferred compensation subject to Code Section 409A that would have been made to the Participant during the six months following his or her separation from service, if any, will be accumulated and paid to the Participant during the seventh month following his or her separation from service, and any remaining payments due will be made in their ordinary course as described in the Plan. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Code Section 409A if and to the extent required under Code Section 409A. Whenever payments under the Plan are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. To the extent not otherwise specified in the Plan, all (A) reimbursements and (B) in-kind benefits provided under the Plan shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Participant’s lifetime (or during a shorter period of time specified in the Plan); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. If the 45-day period described in Section 5(a)(iv) or Section 5(b)(iii) begins in one calendar year and ends in another, the Participant (or his or her beneficiary) shall not have the right to designate the calendar year of the payment (except as permitted by Code Section 409A). Further, (i) in the event that Code Section 409A requires that any special terms, provisions, or conditions be included in the Plan, then such terms, provisions, and conditions shall, to the extent practicable, be deemed to be made a part of the Plan, and (ii) terms used in the Plan shall be construed in accordance with Code Section 409A if and to the extent required. Neither the Company, its Affiliates, the Board, the Committee nor its or their designees or agents makes any representations that the payments and benefits provided under the Plan comply with Code Section 409A, and in no event will the Company, its Affiliates, the Board, the Committee nor its or their designees or agents be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant (or any person claiming through him or her) on account of non-compliance with Code Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Code Section 409A shall be paid under the applicable exception.

10. Compliance with Recoupment, Ownership and Other Policies or Agreements. Notwithstanding anything in the Plan to the contrary, the Committee may in its discretion at any time provide that any payments or benefits provided under the Plan shall be forfeited and/or recouped if the Participant, during employment or service or following termination of employment or service for any reason, engages in certain types of conduct, including but not limited to violation of policies of the Company, its Subsidiaries, or other Affiliates, breach of non-solicitation, noncompetition, confidentiality, or other restrictive covenants (including but not limited to the provisions of Section 6 herein), or other conduct by the Participant that is determined by the Committee to be detrimental to the business or reputation of the Company, its Subsidiaries or other Affiliates. In addition, without limiting the effect of the foregoing, as a condition to the receipt of payments or other benefits under the Plan, the Committee may at any time require that a Participant agree to abide by, and a Participant’s right to benefits under the Plan shall be subject to compliance with, any compensation recovery policy, equity retention policy, stock ownership guidelines, and/or any other policy adopted by the Company, its Subsidiaries, or other Affiliates, each as in effect from time to time and to the extent applicable to the Participant. Further, each Participant shall be subject to such compensation recovery, recoupment, forfeiture, and other similar provisions as may apply under Applicable Law. 11. Compliance with the Plan. By participating in the Plan, each Participant shall be deemed to have agreed to the terms of the Plan, including but in no way limited to the terms of Section 6 herein. 12. Waiver and Release. In return for the Severance Payments, the Pro Rata Bonus, the Prior Bonus, health care reimbursement benefits described in Section 5(g), and any other severance benefits described herein, a Participant must execute and deliver a full release and waiver acceptable to the Company (substantially similar to the Release and Waiver attached hereto as Exhibit B and made a part of the Plan) of all known or unknown claims or causes of action the Participant has, had, or may have against the Company, its Subsidiaries, its other Affiliates and all of the officers, employees, directors, and agents of the Company, its Subsidiaries, and its other Affiliates, and such release must have become irrevocable as provided herein. Such release of claims shall not be accepted by the Company unless it has been executed by the Participant on or after the Participant’s Termination Date and has become irrevocable before the forty-fifth (45th) day after the Participant’s Termination Date. If the forty-five (45)-day period described in the immediately preceding sentence begins in one calendar year and ends in a later calendar year, the severance payments and reimbursements, if any, shall commence in the later calendar year even if the Participant executes the release and it becomes irrevocable in the earlier calendar year. If the Participant does not execute the release and the release does not become irrevocable before the forty-fifth (45th) day after the Participant’s Termination Date, the Participant shall not receive the Severance Payments, the Pro Rata Bonus, the Prior Bonus, the health care reimbursement benefits described in Section 5(g), or any other severance benefits described herein.

Following such request for review, the Board shall fully and fairly review the decision denying the claim. Prior to the decision of the Board, the Claimant shall be given an opportunity to review pertinent documents.

[Signature Page To Follow]

IN WITNESS WHEREOF, the Plan is executed in behalf of the Company.

REGIONAL MANAGEMENT CORP.

By: /s/ Robert W. Beck

Name: Robert W. Beck

Title: President and Chief Executive Officer

ATTEST:

By: /s/ Catherine Atwood

Name: Catherine Atwood

Title: SVP, General Counsel, and Secretary Regional Management Corp.

 

 

EXHIBIT A

Executive Severance and Change in Control Plan

Participation Agreement

[Date]

Participant Name
Participant Street Address
Participant City, State, Zip Code

Re: Regional Management Corp. Executive Severance and Change in Control Plan

Dear Participant:

This Participation Agreement (this “Agreement”) is made and entered into by and between [Participant Name] and Regional Management Corp. (the “Company”) effective as of [__________ __], 202___ (the “Effective Date”).

The Company has adopted the Regional Management Corp. Executive Severance and Change in Control Plan (such plan, as it may be amended and restated, the “Plan”), in order to provide selected eligible executives with the opportunity to receive severance and other benefits in the event of certain terminations of employment, including but not limited to in connection with a change in control of the Company under certain circumstances, and to attract and retain qualified executive officers.

A participant in the Plan is eligible to receive severance and other benefits if his or her employment or service is terminated under certain circumstances, as described in the Plan.

The Company has selected you to be a participant (the “Participant” or “you”) in the Plan, subject to the terms and conditions set forth in this Agreement and the Plan. A copy of the Plan has been provided to you and you acknowledge receipt of a copy of the Plan. The Plan is deemed to be part of the Agreement and its terms are incorporated herein by reference. In the event of a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control unless the Committee determines otherwise. Unless otherwise defined herein, any capitalized terms used in this Agreement shall have the meanings set forth in the Plan.

In consideration of the mutual covenants contained herein and in the Plan, the Participant and the Company hereby agree as follows:

1. Your participation in the Plan shall be effective as of the Effective Date. The Term of the Plan, this Agreement, and all rights and obligations under the Plan and this Agreement shall terminate on the sixth anniversary of the effective date of the Plan (that is, April 6, 2029), unless the Board or the Committee in its or their discretion elect to extend the Term of the Plan, and except for any obligations of a Participant under the Plan, including but not limited to the restrictive covenant obligations applicable to the Participant pursuant to Section 6 of the Plan, which obligations of the Participant shall continue in effect in accordance with the terms of the Plan, notwithstanding the expiration of the Term. The Participant acknowledges and agrees that his or her rights, including the potential right to Severance Payments or other benefits, shall terminate upon the expiration of the Term of the Plan except as otherwise provided in the Plan or the Agreement.

Any decision whether to extend, modify and/or amend the Plan, and/or adopt any successor plan or arrangement, after the expiration of the Term shall be in the sole discretion of the Board or the Committee. The Participant also acknowledges and agrees that the consideration he or she is receiving under the Plan and this Agreement, including any eligibility for extension of benefits as a result of the extension of the Term, is adequate consideration for the rights and obligations to which he or she is subject under the Plan and this Agreement, including but in no way limited to the restrictive covenant obligations under Section 6 of the Plan.

2. Your Severance Multiple in the event that you become entitled to Severance Payments pursuant to either (i) Section 5(a) of the Plan due to a Qualifying Termination other than in connection with a Change in Control, or (ii) Section 5(d) of the Plan due to a Termination Due to Disability shall be [________ (__)].

3. Your CIC Severance Multiple in the event that you become entitled to Severance Payments pursuant to Section 5(b) of the Plan due to a Qualifying Termination in connection with a Change in Control shall be [_________(__)].

4. Your Severance Period shall be the period commencing on your Termination Date and extending for the [12/24]-month period thereafter.

5. Your Restricted Period shall be the period of your employment and extending for the [12/24]-month period thereafter.

4. You agree to be bound by the terms of the Plan, including but in no way limited to the restrictive covenants, and other provisions set forth in the Plan, and the right of the Company to cease payments and/or recover payments in the event that you breach such restrictive covenants or as otherwise provided in the Plan. You also hereby consent and agree that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, and not in lieu of, legal remedies, monetary damages or other available forms of relief.

5. You agree that this Agreement and the Plan contain all of the understandings and representations between you and the Company pertaining to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. You also agree that, if you are entitled to receive severance benefits under the Plan, then you shall not be entitled to receive severance benefits under any other severance plan, employment agreement, employment letter, or other plan, agreement, or arrangement maintained by the Company, as such plan, agreement, or arrangement may be amended from time to time, and you hereby waive any right to such benefits.

[6. You and the Company hereby acknowledge and agree that that certain Employment Agreement made and entered into as of _______ __, 20__ (the “Employment Agreement”) by and among you and the Company is hereby terminated effective as of [_________ __, 20__] and shall be of no further force or effect, and that neither you nor the Company shall have any further rights or obligations under the Employment Agreement. You and the Company also hereby agree that you will be subject to the restrictive covenants described in Section 6 of the Plan in lieu of the restrictive covenants described in the Employment Agreement. You and the Company further hereby agree to waive any notice requirements or other requirements related to termination of the Employment Agreement under the terms of the Employment Agreement.]

7. Any equity or other long-term incentive awards you have been granted or that may be granted by the Company shall be subject to the terms of the applicable Stock Plan and applicable award agreement. Notwithstanding the foregoing, you and the Company expressly agree that (a) any reference to the Participant’s employment, change in control, consulting, or similar agreement in any Stock Plan or related award agreement shall hereby be deemed to refer to the Executive Severance and Change in Control Plan, and (b) each award agreement entered into between you and the Company under any Stock Plan shall hereby be deemed to be amended to conform to the foregoing (to the extent applicable), and, further, that, except as described in this Section 7, any such award agreements shall otherwise continue in full force and effect.

8. You shall cease to be a Participant in the Plan if you cease to be an Eligible Executive or your employment or service is terminated under circumstances that do not entitle you to receive severance benefits under the Plan or as otherwise provided in the Plan. You agree that nothing in the Plan or this Agreement changes your status as an at-will employee.

9. You acknowledge and agree that you have fully read, understand, and voluntarily enter into the Plan and this Agreement. You acknowledge and agree that you have received a copy of the Plan and have had an opportunity to consult with your personal tax or financial planning advisor and/or attorney about the tax, financial, and legal consequences of your participation in the Plan before signing this Agreement.

This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. The Plan and this Agreement may be amended as provided in the Plan.

IN WITNESS WHEREOF, the Company has executed this Agreement by its duly authorized officer as of the date set forth below. Please sign below and return the Agreement to the Company’s [Title] at [Address] within [__] calendar days of the date of this Agreement.

[Signature Page to Follow]

Very truly yours,

 

Regional Management Corp.

 

By:

Name:

Title:

By my signature below, I accept my designation as a Participant in the Plan and agree to be bound by and subject to the terms and conditions of this Agreement and the Plan, including but in no way limited to the restrictive covenants and other terms and conditions set forth in the Plan.

PARTICIPANT:

Name:
Title:
Date:

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Participation Agreement -- Executive Severance and Change in Control Plan]

EXHIBIT B

RELEASE OF CLAIMS

REGIONAL MANAGEMENT CORP.

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN 

This Release of Claims (the “Agreement”) is made and entered into by and between Regional Management Corp. (the “Company”) and [_____________](the “Participant”).

BACKGROUND

A. The Company has established the Regional Management Corp. Executive Severance and Change in Control Plan (as it may be amended and/or restated, the “Plan”) and has designated the Participant as a participant in the Plan, and, in connection therewith, the Company and the Participant have entered into that certain Participation Agreement dated ______ __, 202_ between the Company and the Participant (as it may be amended, the “Participation Agreement,” which is deemed to be part of the Plan), that, among its terms, provides that the Company will pay the Participant certain severance benefits (the “Severance”) under certain circumstances in connection with the termination of the Participant’s employment thereunder.

B. Under the terms of the Plan, the Company is not obligated to pay the Severance unless the Participant has signed a release of claims in favor of the Company. The parties intend this Agreement to be that release of claims.

NOW, THEREFORE, based on the foregoing and the terms and conditions below, the Company and the Participant, desiring to amicably resolve any and all existing and potential disputes between them as of the date each executes this Agreement, and in consideration of the obligations and undertakings set forth below and intending to be legally bound, agree as follows.

1. Company’s Obligations. In return for “Participant’s Obligations” (as described in Section 2 below), and provided that the Participant signs this Agreement and does not exercise the Participant’s rights to revoke or rescind the Participant’s waivers of certain discrimination claims (as described in Section 5 below), the Company will pay to the Participant the Severance.

2. Participant’s Obligations and Release of Claims. In return for the Company’s Obligations in Section 1 above, the Participant knowingly and voluntarily agrees to the following:

(a) The Participant hereby fully, finally, and forever releases, waives, and discharges, to the maximum extent that the law permits, any and all legal, equitable, and administrative claims, actions, causes of action, suits, debts, accounts, judgments, and demands (collectively, “Claims”) against the Company or any of its direct or indirect subsidiaries or affiliates that the Participant has or may have through the date on which the Participant signs this Agreement. This full and final release, waiver, and discharge extends to all and each of every legal, equitable, and administrative Claim(s) of any kind or nature whatsoever including, without limitation, the following:

(i) All Claims that the Participant has or may have now, whether the Participant now knows about or suspects such claims;

(ii) All Claims for attorney’s fees;

(iii) All rights and Claims of age discrimination and retaliation under the Age Discrimination in Employment Act (“ADEA”), as amended by the Older Workers Benefit Protection Act of 1990 (“OWBPA”);

(iv) All rights and Claims of any other forms of discrimination and retaliation of any kind or nature whatsoever under federal, state, or local law, including but not limited to Claims of discrimination and retaliation under Title VII of the Civil Rights Act of 1964, and the Americans With Disabilities Act (“ADA”);

(v) All Claims, whether in contract or tort, arising out of the Participant’s employment and the Participant’s termination of employment with the Company, including but not limited to any alleged breach of contract, breach of implied contract, wrongful or illegal termination, defamation, invasion of privacy, fraud, promissory estoppel, and infliction of emotional distress;

(vi) All Claims for any other compensation, including but not limited to front pay, back pay, bonus, fringe benefits, vacation pay, other paid time off, severance pay, other severance benefits, incentive opportunity pay, other grants of incentive compensation, and grants of stock, stock options, and other equity awards or equity-based awards;

(vii) All Claims under the Employee Retirement Security Act of 1974, as amended (“ERISA”), subject to Section 4(c) herein;

(viii) All Claims for any other alleged unlawful employment practices arising out of or relating to the Participant’s employment or termination of employment with the Company;

(ix) All Claims for emotional distress, pain and suffering, compensatory damages, punitive damages, and liquidated damages; and

(x) All Claims for reinstatement or re-employment.

Notwithstanding the foregoing, nothing in this Section 2(a) shall constitute a waiver of (i) any Claims that arise as a result of conduct that occurs after the date that the Participant signs this Agreement, (ii) any Claims for continuation rights under COBRA, Claims for unemployment benefits, or Claims for benefits under workers’ compensation law, or (iii) any Claims that do not exist as of the date that the Participant signs this Agreement.

(b) The Participant will not commence any civil actions against the Company except as necessary to enforce his or her rights and/or the Company’s obligations under this Agreement and the Plan. The Severance that the Participant is receiving under the Plan has a value that is greater than anything to which the Participant is entitled. Other than what the Participant is receiving under the Plan, the Company owes the Participant nothing else in return for the Participant’s Obligations.

(c) The Participant relinquishes any right to future employment with the Company, and the Company shall have the right to refuse to re-employ the Participant without liability.

(d) The Participant agrees to continue to adhere to the terms and conditions set forth in Section 6 (Restrictive Covenants) of the Plan. The Participant agrees that such terms and conditions are reasonable and necessary to protect the legitimate interests of the Company and that any violation of Section 6 of the Plan by the Participant may cause substantial and irreparable harm to the Company. The Participant agrees that the Company may seek any remedies set forth in the Plan, including but not limited to Section 5(j) and/or Section 6 of the Plan should the Participant violate Section 6 of the Plan. The Company and the Participant specifically agree that Section 5(j) and Section 6 of the Plan are incorporated hereto by reference and integrated herein.

3. Certain Definitions. For purposes of Section 2, the “Participant” means [_____________] and any person or entity that has or obtains any legal rights or claims through [________________]. Further, the “Company” means Regional Management Corp. and any parent, subsidiary, and affiliated organization or entity in the present or past related to Regional Management Corp., and any past and present officers, directors, members, governors, attorneys, employees, agents, insurers, successors, and assigns of, and any person who acted on behalf of or instruction of, Regional Management Corp.

4. Other Provisions.

(a) The Company has paid or will pay the Participant in full for all reimbursable business expenses, earned annualized salary, earned unpaid bonus pay, and any other earnings through the last day of the Participant’s employment (if and to the extent such payments are required to be made).

(b) This Agreement does not prohibit the Participant from filing an administrative charge of discrimination with, or cooperating or participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission or other federal or state regulatory or law enforcement agency. However, the Participant agrees not to seek or accept any money damages or other relief should any such charge be filed.

(c) Nothing in this Agreement affects the Participant’s rights in any qualified retirement or welfare benefit plan or program in which the Participant was a participant while employed by the Company. In addition, any equity, equity-based, or other long-term incentive awards granted to the Participant shall be governed by the terms of the applicable Stock Plan (as defined in the Plan) and related award agreement. The terms of such plans, programs, and award agreements control the Participant’s rights with respect thereto.

(d) The Company will indemnify the Participant as permitted by and pursuant to any agreement or policy that the Company has adopted relating to indemnification of directors, officers, and employees, and as permitted by and pursuant to any provision of the Company’s certificate of incorporation or by-laws relating to such indemnification. The Participant will continue to be covered as permitted by and pursuant to any policy of directors and/or officers liability insurance policy on the terms and conditions of the applicable policy documents. For the avoidance of doubt, nothing in Section 2(a) of this Agreement waives any right to claims for such indemnification or insurance coverage.

(e) Notwithstanding the foregoing, (i) nothing in this Agreement or other agreement prohibits the Participant from reporting possible violations of law or regulation to any federal, state, or local governmental agency or entity (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by Government Agencies, including providing documents or other information; (ii) the Participant does not need the prior authorization of the Company to take any action described in (i), and the Participant is not required to notify the Company that he or she has taken any action described in (i); and (iii) the Agreement does not limit the Participant’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, the Participant will not be held criminally or civilly liable under any Government Agency’s trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation or law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

(f) The terms and obligations of the Participant’s participation in the Plan and this Agreement shall inure to the benefit of the Participant’s heirs and estate.

5. Participant’s Rights to Counsel, Consider, Revoke, and Rescind.

(a) The Company hereby advises the Participant to consult with an attorney prior to signing this Agreement.

(b) The Participant further understands that the Participant has [45 or 21] days to consider the Participant’s release of rights and claims of age discrimination under the ADEA and OWBPA, beginning the date on which the Participant receives this Agreement. The Participant agrees that he or she was provided this Agreement on _________, 20__ for consideration. If the Participant signs this Agreement, the Participant understands that the Participant is entitled to revoke the Participant’s release of any rights or claims under the ADEA and OWBPA within seven (7) days after the Participant has executed it, and the Participant’s release of any rights or claims under the ADEA and OWBPA will not become effective or enforceable until the seven-day period has expired. To revoke such release, the Participant must put the rescission in writing and deliver it to the Company by hand or mail within the seven (7)-day period. If the Participant delivers the rescission by mail, it must be: (i) postmarked within seven (7) calendar days after the date on which the Participant signs this Agreement; (ii) addressed to the Company, c/o General Counsel, 979 Batesville Road, Suite B, Greer, SC 29651; and (iii) sent by certified mail return receipt requested. If the Participant revokes or rescinds the Participant’s waivers of discrimination claims as provided above, the Participant shall not be entitled to receive the Severance.

6. Non-Admission. The Company and the Participant enter into this Agreement expressly disavowing fault, liability, and wrongdoing, liability at all times having been denied. Neither this Agreement, nor anything contained in it, will be construed as an admission by either of them of any liability, wrongdoing, or unlawful conduct whatsoever. If this Agreement is not executed, no term of this Agreement will be deemed an admission by either party of any right that he/it may have with or against the other.

7. No Oral Modification or Waiver. This Agreement may not be changed orally. No breach of any provision hereof can be waived by either party unless in writing. Waiver of any one breach by a party will not be deemed to be a waiver of any other breach of the same or any other provision hereof.

8. Governing Law. This Agreement will be governed by the substantive laws of the State of Delaware without regard to conflicts of law principles.

9. Forum Selection, Jurisdiction, and Venue. The Participant and the Company knowingly and voluntarily agree that any controversy or dispute arising out of or otherwise related to this Agreement, including any employment or statutory claim, shall be tried exclusively, without jury, and consent to personal jurisdiction, in the state courts of Greenville, South Carolina or the United States District Court for the District of South Carolina, Greenville division.

10. Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart will be deemed to be an original instrument, and all such counterparts together will constitute but one agreement.

11. Blue Pencil Doctrine. In the event that any provision of this Agreement is unenforceable under applicable law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of this Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this Agreement will, where possible, be interpreted so as to sustain its legality and enforceability.

12. Agreement Freely Entered Into. The Participant and the Company have voluntarily and free from coercion entered into this Agreement. Each has read this Agreement carefully and understands all of its terms, and has had the opportunity to discuss this Agreement with his/her/its own attorney prior to its execution. In agreeing to sign this Agreement, neither party has relied on any statements or explanations made by the other party, their respective agents, or attorneys except as set forth in this Agreement. Both parties agree to abide by this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the dates set forth below.

Participant: Regional Management Corp.

 

By: By: Name:

Its:

 

Dated: Dated:

 

 

Regional Management Corp. Announces Third Quarter 2025 Results

- Net income of $14.4 million and diluted earnings per share of $1.42, up 87% year-over-year -

- Record originations and 12.8% year-over-year portfolio growth drive record revenue -

- Net credit loss rate of 10.2%, an improvement of 40 basis points year-over-year -

- Annualized operating expense ratio of 12.8%, an all-time best -

- Increases authorization under stock repurchase program from $30 million to $60 million -

Greenville, South Carolina – November 5, 2025 – Regional Management Corp. (NYSE: RM), a diversified consumer finance company, today announced results for the third quarter ended September 30, 2025.

 

“Building on our strong second-quarter momentum, we delivered another outstanding performance in the third quarter,” said Robert W. Beck, President and Chief Executive Officer of Regional Management Corp. “We achieved net income of $14.4 million and diluted EPS of $1.42 — an 87% year-over-year improvement — and crossed the $2 billion milestone in ending net receivables for the first time in our company’s history. Total revenue reached a record $165 million, while our operating expense ratio improved to an all-time best 12.8%.”

 

“Our success reflects disciplined execution of our growth strategies, strong credit management, and continued investment in technology and analytics,” added Mr. Beck. “Total originations hit another record, up 23% from prior year, and our auto-secured portfolio grew 41% year-over-year, demonstrating healthy consumer demand. We are also seeing notable improvements in credit performance across our portfolio, as our net credit loss rate improved 40 basis points year-over-year.”

 

“At the same time, we have maintained expense discipline, with revenue growth outpacing G&A expense growth by 12 times, even as we invest in innovation and new branches,” continued Mr. Beck. “Our consistent capital generation has supported $26 million in shareholder returns through dividends and share repurchases year-to-date. Based on the strength of our balance sheet, excess capital, and ability to generate income, our Board of Directors increased our authorization under our stock repurchase program from $30 million to $60 million.”

“Looking ahead, we are confident in our position and strategy,” added Mr. Beck. “We plan to open additional branches in Louisiana and California before year-end and to enter one to two new states in 2026. We remain focused on expanding our high-quality, auto-secured and higher-margin small-loan portfolios, enhancing our data and analytic capabilities, and delivering consistent value to shareholders. With a healthy balance sheet and a larger $60 million share repurchase authorization, we are well-positioned to sustain strong performance and long-term growth.”

 

Third Quarter 2025 Highlights

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fourth Quarter 2025 Dividend and Increase in Stock Repurchase Program Authorization

 

The company’s Board of Directors has declared a dividend of $0.30 per common share for the fourth quarter of 2025. The dividend will be paid on December 16, 2025 to shareholders of record as of the close of business on November 25, 2025. The declaration and payment of any future dividend is subject to the discretion of the Board of Directors and will depend on a variety of factors, including the company’s financial condition and results of operations.

 

In addition, the company’s Board of Directors has approved a $30 million increase in the amount authorized under the stock repurchase program announced in December 2024, from $30 million to $60 million. The authorization is effective immediately and will continue through June 30, 2027. As of the end of October 2025, the company had repurchased $23.5 million of stock under the $60 million stock repurchase program.

 

Share repurchases under the stock repurchase program may be made in the open market at prevailing market prices, through privately negotiated transactions, or through other structures in accordance with applicable federal securities laws, at times and in amounts as management deems appropriate. The timing and the amount of any common stock repurchases will be determined by the company’s management based on its evaluation of market conditions, the company’s liquidity needs, legal and contractual requirements and restrictions (including covenants in the company’s credit agreements), share price, and other factors. Repurchases of common stock may be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the company might otherwise be precluded from doing so under insider trading laws. The repurchase program does not obligate the company to purchase any particular number of shares and may be suspended, modified, or discontinued at any time without prior notice.

 

Liquidity and Capital Resources

 

As of September 30, 2025, the company had net finance receivables of $2.1 billion and debt of $1.6 billion. The debt consisted of:

 

 

As of September 30, 2025, the company’s unused capacity to fund future growth on its revolving credit facilities (subject to the borrowing base) was $400 million, or 51.3%, and the company had available liquidity of $155.4 million, including unrestricted cash on hand and immediate availability to draw down cash from its revolving credit facilities. As of September 30, 2025, the company’s fixed-rate debt as a percentage of total debt was 76%, with a weighted-average coupon of 4.6% and a weighted-average revolving duration of 1.1 years.

 

In October, the company closed a $253 million asset-backed securitization transaction at a weighted-average coupon of 4.8%, a 50-basis point improvement over the company’s first quarter 2025 securitization transaction. The Class A notes of the securitization received a top rating of “AAA” from Standard & Poor’s and Morningstar DBRS. The company used a portion of the proceeds from the securitization to pay down variable rate debt facilities, as well as fully pay off the remaining notes from its RMIT 2021-1 securitization. Following the closing of the October securitization, fixed-rate debt represented 89% of total debt, with a weighted-average coupon of 4.7% and a weighted-average revolving duration of 1.2 years.

 

The company had a funded debt-to-equity ratio of 4.3 to 1.0 and a stockholders’ equity ratio of 18.3%, each as of September 30, 2025. On a non-GAAP basis, the company had a funded debt-to-tangible equity ratio of 4.6 to 1.0, as of September 30, 2025. Please refer to the reconciliations of non-GAAP measures to comparable GAAP measures included at the end of this press release.

 

Conference Call Information

 

Regional Management Corp. will host a conference call and webcast today at 5:00 PM ET to discuss these results.

 

The dial-in number for the conference call is (877) 407-0752 (toll-free) or (201) 389-0912 (international). Please dial the number 10 minutes prior to the scheduled start time.

 

*** A supplemental slide presentation will be made available on Regional’s website prior to the earnings call at www.RegionalManagement.com. ***

 

In addition, a live webcast of the conference call will be available on Regional’s website at www.RegionalManagement.com.

 

A webcast replay of the call will be available at www.RegionalManagement.com for one year following the call.

 

About Regional Management Corp.

 

Regional Management Corp. (NYSE: RM) is a diversified consumer finance company that provides attractive, easy-to-understand installment loan products primarily to customers with limited access to consumer credit from banks, thrifts, credit card companies, and other lenders. Regional Management operates under the name “Regional Finance” online and in branch locations in 19 states across the United States. Most of its loan products are secured, and each is structured on a fixed-rate, fixed-term basis with fully amortizing equal monthly installment payments, repayable at any time without penalty. Regional Management sources loans through its multiple channel platform, which includes branches, centrally managed direct mail campaigns, digital partners, and its consumer website. For more information, please visit www.RegionalManagement.com.

 

Forward-Looking Statements

 

This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact but instead represent Regional Management Corp.’s expectations or beliefs concerning future events. Forward-looking statements include, without limitation, statements concerning financial outlooks or future plans, objectives, goals, projections, strategies, events, or performance, and underlying assumptions and other statements related thereto. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook,” and similar expressions may be used to identify these forward-looking statements. Such forward-looking statements speak only as of the date on which they were made and are about matters that are inherently subject to risks and uncertainties, many of which are outside of the control of Regional Management. As a result, actual performance and results may differ materially from those contemplated by these forward-looking statements. Therefore, investors should not place undue reliance on forward-looking statements.

 

Factors that could cause actual results or performance to differ from the expectations expressed or implied in forward-looking statements include, but are not limited to, the following: managing growth effectively, implementing Regional Management’s growth strategy, and opening new branches as planned; Regional Management’s convenience check strategy; Regional Management’s policies and procedures for underwriting, processing, and servicing loans; Regional Management’s ability to collect on its loan portfolio; Regional Management’s insurance operations; exposure to credit risk and repayment risk, which risks may increase in light of adverse or recessionary economic conditions; the implementation of evolving underwriting models and processes, including as to the effectiveness of Regional Management's custom scorecards; changes in the competitive environment in which Regional Management operates or a decrease in the demand for its products; the geographic concentration of Regional Management’s loan portfolio; the failure of third-party service providers, including those providing information technology products; changes in economic conditions in the markets Regional Management serves, including levels of unemployment and bankruptcies; impacts of a prolonged U.S.

federal government shutdown; the ability to achieve successful acquisitions and strategic alliances; the ability to make technological improvements as quickly as competitors; security breaches, cyber-attacks, failures in information systems, or fraudulent activity; the ability to originate loans; reliance on information technology resources and providers, including the risk of prolonged system outages; changes in current revenue and expense trends, including trends affecting delinquencies and credit losses; any future public health crises, including the impact of such crisis on our operations and financial condition; changes in operating and administrative expenses; the departure, transition, or replacement of key personnel; the ability to timely and effectively implement, transition to, and maintain the necessary information technology systems, infrastructure, processes, and controls to support Regional Management’s operations and initiatives; changes in interest rates; existing sources of liquidity may become insufficient or access to these sources may become unexpectedly restricted; exposure to financial risk due to asset-backed securitization transactions; risks related to regulation and legal proceedings, including changes in laws or regulations or in the interpretation or enforcement of laws or regulations; changes in accounting standards, rules, and interpretations and the failure of related assumptions and estimates; the impact of changes in tax laws and guidance, including the timing and amount of revenues that may be recognized; risks related to the ownership of Regional Management’s common stock, including volatility in the market price of shares of Regional Management’s common stock; the timing and amount of future cash dividend payments; and anti-takeover provisions in Regional Management’s charter documents and applicable state law.

 

The foregoing factors and others are discussed in greater detail in Regional Management’s filings with the Securities and Exchange Commission. Regional Management will not update or revise forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events or the non-occurrence of anticipated events, whether as a result of new information, future developments, or otherwise, except as required by law. Regional Management is not responsible for changes made to this document by wire services or Internet services.

 

Contact

Investor Relations

Garrett Edson, (203) 682-8331

investor.relations@regionalmanagement.com

Regional Management Corp. and Subsidiaries

Consolidated Statements of Income

(Unaudited)

(dollars in thousands, except per share amounts)

 

							Better (Worse)												Better (Worse)
	3Q 25			3Q 24			$			%			YTD 25			YTD 24			$			%
Revenue
Interest and fee income	$	148,672		$	133,932		$	14,740			11.0	%	$	425,920		$	390,648		$	35,272			9.0	%
Insurance income, net		11,391			7,422			3,969			53.5	%		34,187			28,903			5,284			18.3	%
Other income		5,424			4,984			440			8.8	%		15,789			14,120			1,669			11.8	%
Total revenue		165,487			146,338			19,149			13.1	%		475,896			433,671			42,225			9.7	%
Expenses
Provision for credit losses		60,474			54,349			(6,125	)		(11.3	)%		179,053			154,574			(24,479	)		(15.8	)%
Personnel		39,517			38,323			(1,194	)		(3.1	)%		119,243			113,240			(6,003	)		(5.3	)%
Occupancy		7,160			6,551			(609	)		(9.3	)%		20,977			19,075			(1,902	)		(10.0	)%
Marketing		4,212			5,078			866			17.1	%		14,677			14,229			(448	)		(3.1	)%
Other		13,179			12,516			(663	)		(5.3	)%		38,159			36,508			(1,651	)		(4.5	)%
Total general and administrative		64,068			62,468			(1,600	)		(2.6	)%		193,056			183,052			(10,004	)		(5.5	)%
Interest expense		21,971			19,356			(2,615	)		(13.5	)%		62,168			54,725			(7,443	)		(13.6	)%
Income before income taxes		18,974			10,165			8,809			86.7	%		41,619			41,320			299			0.7	%
Income taxes		4,618			2,502			(2,116	)		(84.6	)%		10,116			10,007			(109	)		(1.1	)%
Net income	$	14,356		$	7,663		$	6,693			87.3	%	$	31,503		$	31,313		$	190			0.6	%
Net income per common share:
Basic	$	1.53		$	0.79		$	0.74			93.7	%	$	3.32		$	3.25		$	0.07			2.2	%
Diluted	$	1.42		$	0.76		$	0.66			86.8	%	$	3.15		$	3.16		$	(0.01	)		(0.3	)%
Weighted-average common shares outstanding:
Basic		9,370			9,683			313			3.2	%		9,493			9,622			129			1.3	%
Diluted		10,133			10,090			(43	)		(0.4	)%		10,000			9,900			(100	)		(1.0	)%
Return on average assets (annualized)		2.9	%		1.7	%								2.2	%		2.3	%
Return on average equity (annualized)		15.6	%		8.7	%								11.7	%		12.3	%

 

Regional Management Corp. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

(dollars in thousands, except par value amounts)

 

							Increase (Decrease)
	3Q 25			3Q 24			$			%
Assets
Cash	$	4,084		$	4,745		$	(661	)		(13.9	)%
Net finance receivables		2,053,017			1,819,756			233,261			12.8	%
Unearned insurance premiums		(50,987	)		(46,508	)		(4,479	)		(9.6	)%
Allowance for credit losses		(212,000	)		(192,100	)		(19,900	)		(10.4	)%
Net finance receivables, less unearned insurance premiums and allowance for credit losses		1,790,030			1,581,148			208,882			13.2	%
Restricted cash		104,459			115,576			(11,117	)		(9.6	)%
Lease assets		40,782			37,229			3,553			9.5	%
Intangible assets		30,385			22,250			8,135			36.6	%
Restricted available-for-sale investments		22,344			21,727			617			2.8	%
Property and equipment		12,996			13,425			(429	)		(3.2	)%
Deferred tax assets, net		587			11,833			(11,246	)		(95.0	)%
Other assets		22,599			13,898			8,701			62.6	%
Total assets	$	2,028,266		$	1,821,831		$	206,435			11.3	%
Liabilities and Stockholders’ Equity
Liabilities:
Debt	$	1,581,992		$	1,395,892		$	186,100			13.3	%
Unamortized debt issuance costs		(7,521	)		(4,645	)		(2,876	)		(61.9	)%
Net debt		1,574,471			1,391,247			183,224			13.2	%
Lease liabilities		42,906			39,350			3,556			9.0	%
Other liabilities		38,971			38,306			665			1.7	%
Total liabilities		1,656,348			1,468,903			187,445			12.8	%
Stockholders’ equity:
Preferred stock ($0.10 par value, 100,000 shares authorized, none issued or outstanding)		—			—			—			—
Common stock ($0.10 par value, 1,000,000 shares authorized, 15,220 shares issued and 9,803 shares outstanding at September 30, 2025 and 14,971 shares issued and 10,164 shares outstanding at September 30, 2024)		1,522			1,497			25			1.7	%
Additional paid-in capital		139,868			129,936			9,932			7.6	%
Retained earnings		400,844			371,725			29,119			7.8	%
Accumulated other comprehensive loss		(10	)		(87	)		77			88.5	%
Treasury stock (5,417 shares at September 30, 2025 and 4,807 shares at September 30, 2024)		(170,306	)		(150,143	)		(20,163	)		(13.4	)%
Total stockholders’ equity		371,918			352,928			18,990			5.4	%
Total liabilities and stockholders’ equity	$	2,028,266		$	1,821,831		$	206,435			11.3	%

 

Regional Management Corp. and Subsidiaries

Selected Financial Data

(Unaudited)

(dollars in thousands, except per share amounts)

 

		Net Finance Receivables
		3Q 25				2Q 25				QoQ $ Inc (Dec)				QoQ % Inc (Dec)				3Q 24				YoY $ Inc (Dec)				YoY % Inc (Dec)
Large loans		$	1,512,140			$	1,413,367			$	98,773				7.0	%		$	1,293,410			$	218,730				16.9	%
Small loans			540,877				546,997				(6,120	)			(1.1	)%			526,346				14,531				2.8	%
Total		$	2,053,017			$	1,960,364			$	92,653				4.7	%		$	1,819,756			$	233,261				12.8	%
Number of branches			349				352				(3	)			(0.9	)%			340				9				2.6	%
Net finance receivables per branch		$	5,883			$	5,569			$	314				5.6	%		$	5,352			$	531				9.9	%

 

 

		Average Net Finance Receivables
		3Q 25				2Q 25				QoQ $ Inc (Dec)				QoQ % Inc (Dec)				3Q 24				YoY $ Inc (Dec)				YoY % Inc (Dec)
Large loans		$	1,460,187			$	1,372,783			$	87,404				6.4	%		$	1,279,720			$	180,467				14.1	%
Small loans			541,201				540,106				1,095				0.2	%			513,089				28,112				5.5	%
Total		$	2,001,388			$	1,912,889			$	88,499				4.6	%		$	1,792,809			$	208,579				11.6	%

 

 

		Revenue Yields (1)
		3Q 25				2Q 25				QoQ Inc (Dec)				3Q 24				YoY Inc (Dec)
Large loans			27.1	%			26.6	%			0.5	%			26.7	%			0.4	%
Small loans			36.7	%			36.5	%			0.2	%			37.8	%			(1.1	)%
Total interest and fee yield			29.7	%			29.4	%			0.3	%			29.9	%			(0.2	)%
Total revenue yield			33.1	%			32.9	%			0.2	%			32.6	%			0.5	%

(1) Annualized as a percentage of average net finance receivables.

 

 

		Components of Increase in Interest and Fee Income
		3Q 25 Compared to 3Q 24
		Increase (Decrease)
		Volume				Rate				Volume & Rate				Total
Large loans		$	12,056			$	1,242			$	176			$	13,474
Small loans			2,654				(1,316	)			(72	)			1,266
Product mix			872				(680	)			(192	)			—
Total		$	15,582			$	(754	)		$	(88	)		$	14,740

 

 

 

		Loans Originated (1)
		3Q 25				2Q 25				QoQ $ Inc (Dec)				QoQ % Inc (Dec)				3Q 24				YoY $ Inc (Dec)				YoY % Inc (Dec)
Large loans		$	363,055			$	336,473			$	26,582				7.9	%		$	251,563			$	111,492				44.3	%
Small loans			159,210				173,856				(14,646	)			(8.4	)%			174,632				(15,422	)			(8.8	)%
Total		$	522,265			$	510,329			$	11,936				2.3	%		$	426,195			$	96,070				22.5	%

(1) Represents the principal balance of loan originations and refinancings.

 

 

		Other Key Metrics
		3Q 25				2Q 25				3Q 24
Net credit losses		$	51,274			$	56,887			$	47,649
Percentage of average net finance receivables (annualized)			10.2	%			11.9	%			10.6	%
Provision for credit losses		$	60,474			$	60,587			$	54,349
Percentage of average net finance receivables (annualized)			12.1	%			12.7	%			12.1	%
Percentage of total revenue			36.5	%			38.5	%			37.1	%
General and administrative expenses		$	64,068			$	62,945			$	62,468
Percentage of average net finance receivables (annualized)			12.8	%			13.2	%			13.9	%
Percentage of total revenue			38.7	%			40.0	%			42.7	%
Same store results (1):
Net finance receivables at period-end		$	2,000,665			$	1,915,667			$	1,815,187
Net finance receivable growth rate			9.9	%			8.1	%			3.7	%
Number of branches in calculation			333				335				337

(1) Same store sales reflect the change in year-over-year sales for the comparable branch base. The comparable branch base includes those branches open for at least one year.

 

 

		Contractual Delinquency
		3Q 25								2Q 25								3Q 24
Allowance for credit losses		$	212,000				10.3	%		$	202,800				10.3	%		$	192,100				10.6	%
Current			1,740,356				84.8	%			1,672,027				85.3	%			1,529,171				84.1	%
1 to 29 days past due			168,380				8.2	%			158,951				8.1	%			164,568				9.0	%
Delinquent accounts:
30 to 59 days			40,100				1.9	%			35,362				1.8	%			35,300				1.9	%
60 to 89 days			31,914				1.6	%			28,949				1.5	%			27,704				1.5	%
90 to 119 days			26,304				1.2	%			22,348				1.1	%			23,964				1.4	%
120 to 149 days			23,722				1.2	%			21,625				1.1	%			22,544				1.2	%
150 to 179 days			22,241				1.1	%			21,102				1.1	%			16,505				0.9	%
Total delinquency		$	144,281				7.0	%		$	129,386				6.6	%		$	126,017				6.9	%
Total net finance receivables		$	2,053,017				100.0	%		$	1,960,364				100.0	%		$	1,819,756				100.0	%
1 day and over past due		$	312,661				15.2	%		$	288,337				14.7	%		$	290,585				15.9	%

 

 

		Contractual Delinquency by Product
		3Q 25								2Q 25								3Q 24
Large loans		$	85,865				5.7	%		$	76,690				5.4	%		$	76,435				5.9	%
Small loans			58,416				10.8	%			52,696				9.6	%			49,582				9.4	%
Total		$	144,281				7.0	%		$	129,386				6.6	%		$	126,017				6.9	%

 

	Income Statement Quarterly Trend
	3Q 24			4Q 24			1Q 25			2Q 25			3Q 25			QoQ $ B(W)			YoY $ B(W)
Revenue
Interest and fee income	$	133,932		$	138,246		$	136,553		$	140,695		$	148,672		$	7,977		$	14,740
Insurance income, net		7,422			11,792			11,297			11,499			11,391			(108	)		3,969
Other income		4,984			4,794			5,117			5,248			5,424			176			440
Total revenue		146,338			154,832			152,967			157,442			165,487			8,045			19,149
Expenses
Provision for credit losses		54,349			57,626			57,992			60,587			60,474			113			(6,125	)
Personnel		38,323			40,549			41,142			38,584			39,517			(933	)		(1,194	)
Occupancy		6,551			6,748			6,906			6,911			7,160			(249	)		(609	)
Marketing		5,078			4,777			5,406			5,059			4,212			847			866
Other		12,516			12,572			12,589			12,391			13,179			(788	)		(663	)
Total general and administrative		62,468			64,646			66,043			62,945			64,068			(1,123	)		(1,600	)
Interest expense		19,356			19,805			19,771			20,426			21,971			(1,545	)		(2,615	)
Income before income taxes		10,165			12,755			9,161			13,484			18,974			5,490			8,809
Income taxes		2,502			2,841			2,154			3,344			4,618			(1,274	)		(2,116	)
Net income	$	7,663		$	9,914		$	7,007		$	10,140		$	14,356		$	4,216		$	6,693
Net income per common share:
Basic	$	0.79		$	1.02		$	0.73		$	1.07		$	1.53		$	0.46		$	0.74
Diluted	$	0.76		$	0.98		$	0.70		$	1.03		$	1.42		$	0.39		$	0.66
Weighted-average shares outstanding:
Basic		9,683			9,691			9,610			9,504			9,370			134			313
Diluted		10,090			10,128			10,025			9,843			10,133			(290	)		(43	)
	Balance Sheet & Other Key Metrics Quarterly Trends
	3Q 24			4Q 24			1Q 25			2Q 25			3Q 25			QoQ $ Inc (Dec)			YoY $ Inc (Dec)
Total assets	$	1,821,831		$	1,909,109		$	1,900,683		$	1,967,131		$	2,028,266		$	61,135		$	206,435
Net finance receivables	$	1,819,756		$	1,892,535		$	1,890,351		$	1,960,364		$	2,053,017		$	92,653		$	233,261
Allowance for credit losses	$	192,100		$	199,500		$	199,100		$	202,800		$	212,000		$	9,200		$	19,900
Debt	$	1,395,892		$	1,478,336		$	1,477,860		$	1,509,133		$	1,581,992		$	72,859		$	186,100
Interest and fee yield (annualized)		29.9	%		29.8	%		28.9	%		29.4	%		29.7	%		0.3	%		(0.2	)%
Efficiency ratio (1)		42.7	%		41.8	%		43.2	%		40.0	%		38.7	%		(1.3	)%		(4.0	)%
Operating expense ratio (2)		13.9	%		14.0	%		14.0	%		13.2	%		12.8	%		(0.4	)%		(1.1	)%
Delinquency rate (3)		6.9	%		7.7	%		7.1	%		6.6	%		7.0	%		0.4	%		0.1	%
Net credit loss rate (4)		10.6	%		10.8	%		12.4	%		11.9	%		10.2	%		(1.7	)%		(0.4	)%
Book value per share	$	34.72		$	35.67		$	35.48		$	36.43		$	37.94		$	1.51		$	3.22

(1) General and administrative expenses as a percentage of total revenue.

(2) Annualized general and administrative expenses as a percentage of average net finance receivables.

(3) Delinquent loans outstanding as a percentage of ending net finance receivables.

(4) Annualized net credit losses as a percentage of average net finance receivables.