Regional Management Corp.

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

Meeting Agenda

Election of Director Nominees

The following table provides summary information about each director nominee. The nominees receiving a plurality of the votes cast at the meeting will be elected as directors.

Ratification of Independent Registered Public Accounting Firm

As a matter of good corporate governance, we are asking our stockholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Advisory Vote to Approve Executive Compensation

As required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are providing our stockholders with the opportunity to vote on a non-binding advisory resolution to approve the compensation of our named executive officers (commonly known as a “say-on-pay vote”).

2024 Compensation-Related Highlights

✓

Continued alignment of executive pay with company performance:

o

2024 incentives were largely performance-contingent, with long-term incentive awards roughly one-half performance-contingent and short-term incentive awards entirely performance-contingent

o

Increased target and threshold levels of performance metricsfor performance-contingent awards as a result of stockholder feedback

o

Performance goals were rigorousand were based primarily on objective, quantitative criteria

✓

Maintained competitive compensation and incentive program target opportunities for our executives in order to continue to align their overall compensation with the market for executive talent

✓

Set our short-term incentive plan to provide upside opportunity if performance goals are exceeded, while paying low or no bonus amounts if goals are not achieved

✓

Granted long-term incentives, which include a significant portion that is contingent upon the achievement of rigorous and clearly-defined performance measures, to named executive officers and other key contributors, effectively aligning such individuals’ interests with the long-term interests of our stockholders

Compensation Program “Best Practices” Summary

Fiscal 2024 Compensation Summary

The following table sets forth the cash and other compensation that we paid to our named executive officers or that was otherwise earned by our named executive officers during 2024. See the Summary Compensation Table of the Proxy Statement for additional information.

Note: The amounts shown in the Non-Equity Incentive Plan Compensation column represent performance-based annual cash awards earned in 2024. The amounts shown in the Stock Awards column reflect the aggregate grant date fair value of equity awards granted in 2024.

2026 Annual Meeting of Stockholders

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Stockholder proposals submitted pursuant to SEC Rule 14a-8 must be received by us no later than December 10, 2025.

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Notice of stockholder proposals outside of SEC Rule 14a-8, including director nominations pursuant to Rule 14a-19 under the Exchange Act, must comply with the procedures in our Second Amended and Restated Bylaws (the “Bylaws”) and be delivered to us not earlier than January 15, 2026 and not later than February 14, 2026.