Regional Management Corp

Rule 10b5-1 Trading Arrangements

During the three months ended December 31, 2024, none of the Company’s officers or directors adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.

Adoption of Second Amended and Restated Bylaws

On February 19, 2025, our Board approved an amendment and restatement of our Bylaws, effective February 19, 2025, to (i) add procedural and informational requirements for stockholders that intend to use the Universal Proxy Rule under Exchange Act Rule 14a-19 and (ii) make other administrative changes primarily to reflect recent Delaware law developments, in each case as further described below.

Advance Notice Amendments: The advance notice amendments require stockholders to make certain representations to the Company, certify compliance with the Universal Proxy Rule, and submit nominee questionnaires to the Secretary of the Company.

Administrative Amendments: The Board also approved certain administrative amendments to the Bylaws to conform the provisions related to (i) notices of adjournments, including with respect to remote meetings of stockholders, and (ii) stockholder lists, in each case to updated Delaware law provisions. In addition, these administrative amendments provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which color is reserved for the exclusive use by the Board.

The foregoing description is qualified in its entirety by reference to the Second Amended and Restated Bylaws, which are attached hereto as Exhibit 3.2 and incorporated herein by reference.