Regional Management Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Regional Management Corp.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 ☐

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 1.01 Entry into a Material Definitive Agreement.

On May 19, 2025, Regional Management Corp. (the “Company”) and its wholly-owned subsidiary, Regional Management Receivables IV, LLC (“RMR IV”), entered into Amendment No. 6 to the Credit Agreement, dated as of May 19, 2025 (the “RMR IV Amendment”), by and among the Company, as servicer, RMR IV, as borrower, the lenders parties thereto, and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”). The RMR IV Amendment further amends the Credit Agreement, dated as of April 19, 2021 (the “RMR IV Credit Agreement”), by and among the Company, as servicer, RMR IV, as borrower, the lenders and agents from time to time parties thereto, the Administrative Agent, and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), acting through its Corporate Trust Services division, as account bank and backup servicer. The RMR IV Credit Agreement was previously filed with the Securities Exchange Commission (the “SEC”) by the Company as Exhibit 10.2 to the Current Report on Form 8-K dated April 14, 2021 and filed with the SEC on April 20, 2021. The RMR IV Amendment amends the RMR IV Credit Agreement to, among other things, (i) remove the requirement for a Hedge Reserve Account, (ii) address changes to the definitions of “Concentration Limits,” “Level I Trigger Event,” “Level II Trigger Event,” “Level III Trigger Event,” and “Securitization Holiday Period,” (iii) add the Additional Originators each as an “Originator,” (iv) extend the “Scheduled Commitment Termination Date” to May 19, 2026, (v) make certain clarifications to the eligibility criteria for “Eligible Receivables,” and (vi) address amendments to and the incorporation of certain definitions relating to the pledge of receivables originated by a bank partner upon the satisfaction of certain conditions.

Certain pricing terms were modified pursuant to an amended and restated fee letter agreement, dated May 19, 2025, by and among the Company, as servicer, RMR IV, as borrower, and Wells Fargo, National Association, as administrative agent and committed lender (the “Amended Fee Letter”). The terms of the Amended Fee Letter (i) reduced the margin applied in calculating the rate of interest on the advances made pursuant to the RMR IV Credit Agreement to 2.25% per annum and (ii) amended the unused commitment fee rate to 0.50% per annum.

For a complete description of the terms of the RMR IV Amendment, see Exhibit 10.1 hereto. The foregoing description of the RMR IV Amendment is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the RMR IV Amendment, which is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Regional Management Corp. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 15, 2025. At the Annual Meeting, the stockholders of the Company voted on the following proposals, which are described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2025 (the “Proxy Statement”). The results of the voting are presented below.

Election of Directors

The Company’s stockholders elected the nine nominees named in the Proxy Statement to serve as members of the Company’s Board of Directors until the next annual meeting of stockholders or until their successors are elected and qualified, based on the following final voting results:

Ratification of Independent Auditor

The Company’s stockholders approved the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, based on the following final voting results:

Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following final voting results:

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.