{"url_path":"/sec/rm/8-k/2026-05-19/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1519401/0001193125-26-230932-index.html","accession_number":"0001193125-26-230932","cik":"0001519401","ticker":"RM","issuer_name":"Regional Management Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1519401/0001193125-26-230932-index.html","primary_entity_key":"0001519401","primary_entity_name":"Regional Management Corp."},"word_count":890,"has_tables":true,"body_markdown":"## Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nApproval of LTIP Awards to NEOs\n\nOn May 13, 2026 (the “Grant Date”), following consultation with its independent compensation consultant, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Regional Management Corp. (the “Company”) approved certain compensation arrangements with respect to the Company’s named executive officers (the “NEOs”), as described below.\n\nThe Committee granted the following awards to the NEOs under the Regional Management Corp. 2024 Long-Term Incentive Plan (the “2024 Plan”): (i) performance restricted stock units (“PRSUs”) and (ii) restricted stock, in each case subject to the terms of the 2024 Plan and the applicable award agreement.\n\nThe NEOs were each granted PRSUs, subject to a Performance Restricted Stock Unit Award Agreement (“PRSU Agreement”), with the target number of PRSUs (rounded down to the nearest whole unit) determined by dividing the value of the grant by the fair value of each PRSU (calculated on or as close in time as practicable to the Grant Date in accordance with GAAP using a Monte Carlo valuation model). The PRSU grant values are: Mr. Lamba: $1,250,000; Ms. Rana: $500,000; Mr. Fisher: $175,000; Mr. Parmar: $175,000; and Ms. Atwood: $220,000. The actual number of PRSUs, if any, that may be earned ranges from 0% to 170% of the target number of units based on the ranking of the Company’s total shareholder return against a custom comparator group of companies over the performance period, May 13, 2026 through May 13, 2029 (the \"Performance Period\"), and the achievement of established targets for pre-provision return on assets for the Performance Period. Earning of the PRSU is further subject to the continued employment of each such executive through December 31, 2028 or as otherwise provided in the 2024 Plan or the PRSU Agreement. Any shares of the Company’s common stock payable upon vesting and earning of the PRSUs will be subject to an additional one-year holding period following the end of the December 31, 2028 service period and will be distributed to the employee no earlier than December 31, 2029, unless otherwise provided in the 2024 Plan or the PRSU Agreement.\n\nThe NEOs were each granted restricted stock, subject to a Restricted Stock Award Agreement (“RSA Agreement”), with the number of shares calculated by dividing the value of the grant by the fair market value of the Company’s common stock on the Grant Date, based upon grants of the following values: Mr. Lamba: $1,250,000; Ms. Rana: $500,000; Mr. Fisher: $175,000; Mr. Parmar: $175,000; and Ms. Atwood: $220,000. One-third of the shares subject to each award shall vest on each of December 31, 2026, December 31, 2027, and December 31, 2028, subject to the executive’s continued employment from the Grant Date through the respective vesting date or as otherwise provided in the 2024 Plan or the RSA Agreement.\n\nRe-Approval of the 2024 Long-Term Incentive Plan (as Amended and Restated Effective as of May 14, 2026)\n\nThe Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2026. At the Annual Meeting, the stockholders of the Company re-approved the Regional Management Corp. 2024 Long-Term Incentive Plan (as Amended and Restated Effective as of May 14, 2026) (the “2024 Plan”). The material changes to the 2024 Plan include:\n\n•\nan increase in the number of shares of common stock that may be issued under the 2024 Plan from 381,000 shares to 813,014 shares (i.e. an increase of 432,014 additional or “new” shares), which are in addition to those shares that were available for the grant of awards as of the 2024 Plan effective date (May 16, 2024) (the “Plan Effective Date”) under the Regional Management Corp. 2015 Stock Incentive Plan, as amended and restated (the “2015 Plan”), plus any shares subject to an award granted under the 2015 Plan, which award is forfeited, cash-settled, cancelled, terminated, expires, or lapses for any reason after the Plan Effective Date without the issuance of shares or pursuant to which such shares are forfeited, and further subject to adjustment as described in the 2024 Plan;\n\n•\nan increase in the maximum number of shares of common stock that may be issued under the 2024 Plan pursuant to the grant of incentive stock options from 381,000 to 813,014, subject to adjustment as described in the 2024 Plan;\n\n•\na revision to the non-employee director award limit to include cash-denominated awards granted under the 2024 Plan; and\n\n•\nthe elimination of the ability to provide for installment vesting during the one-year minimum vesting period with respect to awards granted under the 2024 Plan on or after May 14, 2026.\n\nThe foregoing summary description of the material changes to the 2024 Plan is qualified in its entirety by reference to the 2024 Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, the terms of which are incorporated herein by reference. For additional information regarding the 2024 Plan, please refer to “Proposal No. 3: Re-approval of the Regional Management Corp. 2024 Long-Term Incentive Plan (As Amended and Restated Effective as of May 14, 2026)” on pages 61 - 72 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2026 (the “Proxy Statement”)."}