S-8

S-8 1 rm-20260515.htm S-8 S-8

As filed with the Securities and Exchange Commission on May 15, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

______________________

REGIONAL MANAGEMENT CORP.

(Exact name of registrant as specified in its charter)

     Delaware
(State or other jurisdiction of
incorporation or organization)

     979 Batesville Road, Suite B
Greer, South Carolina 29651
(Address of principal executive offices, including zip code)

     57-0847115
(I.R.S. Employer
Identification Number)

    

REGIONAL MANAGEMENT CORP.

2024 LONG-TERM INCENTIVE PLAN

(As Amended and Restated Effective as of May 14, 2026)

(Full title of the plan)

Catherine R. Atwood

Senior Vice President, General Counsel, and Secretary

Regional Management Corp.

979 Batesville Road, Suite B

Greer, South Carolina 29651

(864) 448-7000

(Name, address, and telephone number, including area code,

of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

On May 14, 2026, at the 2026 Annual Meeting of Stockholders of Regional Management Corp. (the “Company”), the Company’s stockholders re-approved the Regional Management Corp. 2024 Long-Term Incentive Plan (as Amended and Restated Effective as of May 14, 2026) (the “2024 Plan”) to, among other things, increase the number of shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), that may be issued under the 2024 Plan by 432,014 shares (the “New Shares”).

The Company is filing this Registration Statement on Form S-8 (this “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), (i) such New Shares for issuance under the 2024 Plan and (ii) an additional 4,014 shares (the “Additional Shares”) of Common Stock, in each case, which are securities of the same class and relate to the same employee benefit plan, the 2024 Plan, as those shares registered on the Company’s Registration Statements on Form S-8 (the “Prior Registration Statements”) previously filed with the Securities and Exchange Commission (the “Commission”) on: (a) May 16, 2024 (Registration No. 333-279462), (b) February 21, 2025 (Registration No. 333-285133), and (c) February 20, 2026 (Registration No. 333-293631), which are hereby incorporated by reference. The Additional Shares represent shares that were subject to awards granted under the 2024 Plan or the Regional Management Corp. 2015 Long-Term Incentive Plan (as Amended and Restated Effective May 20, 2021) that were forfeited, cancelled, terminated, expired, or lapsed for any reason and are eligible for re-issuance or issuance under the 2024 Plan pursuant to the terms of the 2024 Plan. The Additional Shares were previously registered under the Prior Registration Statements and do not represent an increase in the total number of shares of the Common Stock that may be issued pursuant to the 2024 Plan. As permitted by the rules of the Commission, this Registration Statement consists of only those items required by General Instruction E to Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following exhibits are filed on behalf of the Company as part of this Registration Statement.


Exhibit No.		Description
5.1*		Opinion of Womble Bond Dickinson (US) LLP, as to the legality of the common stock being registered.
23.1*		Consent of Deloitte & Touche LLP.
23.2*		Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.1).
24*		Powers of Attorney (included on the signature page).
99.1		Regional Management Corp. 2024 Long-Term Incentive Plan (As Amended and Restated Effective as of May 14, 2026), incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Commission on April 9, 2026.
107*		Filing Fee Table.

______________________

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Regional Management Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greer, State of South Carolina, on this 15th day of May, 2026.

REGIONAL MANAGEMENT CORP.

By: /s/ Lakhbir S. Lamba

Lakhbir S. Lamba

President and Chief Executive Officer

Each of the undersigned, being a director and/or officer of Regional Management Corp. (the “Company”), hereby nominates, constitutes, and appoints Lakhbir S. Lamba and Catherine R. Atwood, or any one of them severally, to be his/her true and lawful attorney-in-fact and agent and to sign in his/her name and on his/her behalf in any and all capacities stated below, and to file with the Securities and Exchange Commission (the “Commission”) this Registration Statement on Form S-8 (the “Registration Statement”) or other appropriate form, and to file any and all amendments, including post-effective amendments, exhibits, and other documents and instruments in connection therewith, to this Registration Statement, making such changes to this Registration Statement as such attorney-in-fact and agent deems appropriate, and generally to do all such things on his/her behalf in any and all capacities stated below to enable the Company to comply with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and all requirements of the Commission.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of May 15, 2026.

      /s/ Lakhbir S. Lamba
Name:	Lakhbir S. Lamba

      /s/ Harpreet Rana
Name:	Harpreet Rana

     Title:	President and Chief Executive Officer
and Director
(principal executive officer)

     Title:	Executive Vice President and
Chief Financial and Administrative Officer
(principal financial officer)

    

      /s/ Steven B. Barnette
Name: 	Steven B. Barnette
Title:  	Vice President and Chief Accounting Officer
(principal accounting officer)

      /s/ Carlos Palomares
Name: 	Carlos Palomares
Title: 	Chair of the Board of Directors

    

      /s/ Julie Booth
Name:	Julie Booth
Title:	Director
 

      /s/ Jonathan D. Brown
Name:	Jonathan D. Brown
Title:	Director

    

      /s/ Roel C. Campos
Name:	Roel C. Campos
Title:	Director
 
     /s/ Maria Contreras-Sweet
Name:  	Maria Contreras-Sweet
Title: 	Director

      /s/ Michael R. Dunn
Name:	Michael R. Dunn
Title:	Director
 
     /s/ Steven J. Freiberg
Name:	Steven J. Freiberg
Title:	Director

     /s/ Sandra K. Johnson
Name:	Sandra K. Johnson
Title: 	Director

SEC Form S-8 filed by Regional Management Corp.