Regional Management Corp. Files 8-K for Material Agreement

TL;DR

RMGT signs new material deal, could be big.

AI Summary

On October 23, 2025, Regional Management Corp. entered into a material definitive agreement, likely related to a financial obligation. The company, incorporated in Delaware with its principal executive offices in Greer, South Carolina, filed this 8-K report to disclose the event.

Why It Matters

This filing indicates a significant new agreement or financial commitment for Regional Management Corp., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Numbers

• 001-35477 — SEC File Number (Identifies the company's filing with the SEC.)
• 57-0847115 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Regional Management Corp. (company) — Registrant
• October 23, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Greer, South Carolina (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.10 — nge on which registered Common Stock, $0.10 par value RM New York Stock Exchang
• $252.8 million — ompleted a private offering and sale of $252.8 million principal amount of asset-backed notes
• $277.8 million — gate principal balance of approximately $277.8 million as of September 30, 2025 (the " Loans "
• $188.45 million — 2 Securitization: Principal Amount: $188.45 million (Class A) $ 16.89 million (Class B) $
• $252.81 million — (Class C) $ 26.82 million (Class D) $252.81 million (Total) Interest Rate: 4.59% (Class
• $500 — an amount financed that is greater than $500 and less than $50,000, (ii) has an orig
• $50,000 — that is greater than $500 and less than $50,000, (ii) has an original and current annua
• $248.7 million — Company's private offering and sale of $248.7 million principal amount of asset-backed notes

Filing Documents

• rm-20251023.htm (8-K) — 99KB
• rm-ex4_1.htm (EX-4.1) — 1040KB
• rm-ex10_1.htm (EX-10.1) — 1276KB
• rm-ex99_1.htm (EX-99.1) — 21KB
• img126415946_0.jpg (GRAPHIC) — 78KB
• 0001193125-25-256443.txt ( ) — 2951KB
• rm-20251023.xsd (EX-101.SCH) — 24KB
• rm-20251023_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. 2025-2 Securitization On October 23, 2025 (the " Closing Date "), Regional Management Corp. (the " Company ") completed a private offering and sale of $252.8 million principal amount of asset-backed notes (the " 2025-2 Securitization "). The 2025-2 Securitization consisted of the issuance of four classes of fixed rate asset-backed notes, the Class A 4.59% asset-backed notes (the " Class A Notes "), the Class B 5.00% asset-backed notes (the " Class B Notes "), the Class C 5.36% asset-backed notes (the " Class C Notes "), and the Class D 6.01% asset-backed notes (the " Class D Notes " and, together with the Class A Notes, the Class B Notes, and the Class C Notes, the " Notes "). The Notes were issued by Regional Management Issuance Trust 2025-2 (the " Issuer "), a newly formed special purpose entity that is indirectly owned by the Company. The Notes are collateralized by a pool of soft secured, hard secured, and unsecured consumer loans, some of which constitute personal loans originated through the Company's convenience check direct mail campaigns, having an aggregate principal balance of approximately $277.8 million as of September 30, 2025 (the " Loans "), and a certificate which represents a beneficial interest in certain Loans (the " 2025-2A SUBI Certificate "). J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, BMO Capital Markets Corp., and Regions Securities LLC acted as joint bookrunners, with each of them acting as an initial purchaser (the " Initial Purchasers "); FHN Financial Securities Corp., Texas Capital Securities, and Banc of California acted as co-managers; and EverBank, N.A. acted as an advisor. The Notes were rated by DBRS, Inc. and Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business, on the Closing Date, and the Notes each received investment grade ratings. The following table summarizes certain aspects of the 2025-2 Securitization: Principal

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 29, 2025, the Company issued a press release regarding the 2025-2 Securitization. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information set forth in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liability of that section. The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

01 Other Events

Item 8.01 Other Events. On October 23, 2025, Regional Management Issuance Trust 2021-1 (" RMIT 2021-1 "), as issuer, exercised its option to redeem in full the notes issued under the Company's private offering and sale of $248.7 million principal amount of asset-backed notes (the " 2021-1 Securitization ") pursuant to the Indenture, dated February 18, 2021, by and among RMIT 2021-1, as issuer, the Company, as servicer, and Wells Fargo Bank, N.A., as indenture trustee and as account bank, and in connection with such optional redemption, the 2021-1 Securitization was terminated. In connection with the redemption, the Company drew down on its existing senior revolving credit facility to borrow funds to pay the release price. On the Closing Date of the 2025-2 Securitization, certain of the collateral released from the 2021-1 Securitization was transferred and assigned by each related Regional Originator to the Company pursuant to the Omnibus Distribution and Assignment Agreement for inclusion in the 2025-2 Securitization.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated October 23, 2025, by and among Regional Management Issuance Trust 2025-2, as issuer, Regional Management Corp., as servicer, and Computershare Trust Company, N.A., as indenture trustee. 10.1 Sale and Servicing Agreement, dated October 23, 2025, by and among Regional Management Receivables III, LLC, as depositor, Regional Management Corp., as servicer, the subservicers party thereto, Regional Management Issuance Trust 2025-2, as issuer, and Regional Management North Carolina Receivables Trust, acting thereunder solely with respect to the 2025-2A SUBI. 99.1 Press Release, dated October 29, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. Regional Management Corp. Date: October 29, 2025 By: /s/ Harpreet Rana Harpreet Rana Executive Vice President and Chief Financial and Administrative Officer

View Full Filing

View this 8-K filing on SEC EDGAR