Regional Management Corp. (Form: 8-K, Received: 02/12/2019 17:33:06)

Regional Management Corp.

Date: February 12, 2019

/s/ Peter R. Knitzer

Peter R. Knitzer

President and Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 2019

Regional Management Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-35477

57-0847115

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

979 Batesville Road, Suite B

Greer, South Carolina 29651

(Address of principal executive offices) (zip code)

(864) 448-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On February 12, 2019, Regional Management Corp. (the “ Company ”) issued a press release announcing financial results for the three and twelve months ended December 31, 2018. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On February 12, 2019, the Company will host a conference call to discuss financial results for the three and twelve months ended December 31, 2018. A copy of the presentation to be used during the conference call is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

All information in the press release and the presentation is furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Compensation Matters

On February 6, 2019, following consultation with its independent compensation consultant, the Compensation Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of the Company approved certain compensation arrangements with respect to the Company’s executive officers, as described below.

Base Salaries

The Committee set the base salaries of the Company’s executive officers for fiscal 2019 as follows: Peter R. Knitzer, President and Chief Executive Officer: $600,000; John D. Schachtel, Executive Vice President and Chief Operating Officer: $400,000; Donald E. Thomas, Executive Vice President and Chief Financial Officer: $400,000; Daniel J. Taggart, Executive Vice President and Chief Credit Risk Officer: $375,000; and Brian J. Fisher, Senior Vice President, General Counsel, and Secretary: $335,000.

Grant of Option Awards, Performance-Contingent Restricted Stock Unit Awards, Cash-Settled Performance Unit Awards, and Restricted Stock Awards

The Committee granted the following awards to certain of the Company’s executive officers under the Regional Management Corp. 2015 Long-Term Incentive Plan (As Amended and Restated Effective April 27, 2017) (the “ 2015 Plan ”): (i) nonqualified stock options, (ii) performance-contingent restricted stock units (“ RSUs ”), (iii) cash-settled performance units (“ performance units ”), and (iv) restricted stock, in each case subject to the terms of the 2015 Plan and the applicable award agreement.

The executive officers, other than Mr. Thomas, were each granted a nonqualified stock option, subject to a Nonqualified Stock Option Agreement (the “ NQSO Agreement ”), to purchase such number of shares of the Company’s common stock as may be determined by dividing the value of the grant (as described below) by the fair value of each option share (calculated on or as close in time as practicable to the grant date in accordance with GAAP and the Black-Scholes option model) as follows: Mr. Knitzer: $525,000; Mr. Schachtel: $150,000; Mr. Taggart: $190,625; and Mr. Fisher: $133,750. The option price of each option is equal to the fair market value of the Company’s common stock on the grant date, and each option has a 10-year term, with one-third of the shares subject to each option vesting on each of December 31, 2019, December 31, 2020, and December 31, 2021, subject to the executive’s continued employment from the grant date through the respective vesting date or as otherwise provided in the NQSO Agreement, the form of which was previously filed with the Securities and Exchange Commission (the “ SEC ”).

The executive officers, other than Mr. Thomas, were each granted RSUs with the target number of units calculated by dividing the value of the grant by the closing price of the Company’s common stock on the grant date, based upon grants of the following values: Mr. Knitzer: $525,000; Mr. Schachtel: $150,000; Mr. Taggart:

$140,625; and Mr. Fisher: $83,750. The actual number of RSUs, if any, that may be earned may range from 0% to 150% of the target number of units and will be based on achievement of (i) the Company’s compound annual growth rate of net income compared to the compound annual growth rate of net income for the Company’s peer group and (ii) each such executive’s and the Company’s overall performance, in each case over the performance period, January 1, 2019 through December 31, 2021, and the continued employment of each such executive through December 31, 2021, or as otherwise provided in the Performance-Contingent Restricted Stock Unit Award Agreement, the form of which was previously filed with the SEC.

The executive officers, other than Mr. Thomas, were each granted the following number of performance units with a target value of $1.00 per performance unit: Mr. Knitzer: 525,000; Mr. Schachtel: 150,000; Mr. Taggart: 140,625; and Mr. Fisher: 83,750. The actual value of the performance units, if any, that may be earned may range from 0% to 150% of the target value and will be based on achievement of (i) the Company’s compound annual growth rate of earnings per share compared to the compound annual growth rate of earnings per share for the Company’s peer group and (ii) each such executive’s and the Company’s overall performance, in each case over the performance period, January 1, 2019 through December 31, 2021, and the continued employment of each such executive through December 31, 2021, or as otherwise provided in the Cash-Settled Performance Unit Award Agreement, the form of which was previously filed with the SEC.

The executive officers, other than Mr. Thomas, 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 closing price of the Company’s common stock on the grant date, based upon grants of the following values: Mr. Knitzer: $525,000; Mr. Schachtel: $150,000; Mr. Taggart: $190,625; and Mr. Fisher: $133,750. One-third of the shares subject to each award shall vest on each of December 31, 2019, December 31, 2020, and December 31, 2021, subject to the executive’s continued employment from the grant date through the respective vesting date or as otherwise provided in the RSA Agreement, the form of which was previously filed with the SEC.

Departure of the Company’s Chief Financial Officer

On February 12, 2019, Donald E. Thomas, the Executive Vice President and Chief Financial Officer of the Company, notified the Company of his intent to voluntarily terminate his employment with the Company (the “ Termination ”), with the effective date of such termination of employment (the “ Termination Date ”) to be determined in good faith by Mr. Thomas and the Company following the completion of an orderly transition of duties and responsibilities from Mr. Thomas to a new Chief Financial Officer to be identified by the Company. The Company is conducting an external search for its next Chief Financial Officer and has retained an executive search firm to assist in the process.

Following approval by the Committee, Mr. Thomas and the Company entered into a letter agreement (the “ Letter Agreement ”), dated February 12, 2019 (the “ Effective Date ”), setting forth the terms of Mr. Thomas’ Termination. Pursuant to the Letter Agreement, the Employment Agreement entered into between the Company and Mr. Thomas as of August 30, 2017 (the “ Employment Agreement ”) was amended, among other items, to provide that the compensation terms found in the Letter Agreement generally supersede those found in the Employment Agreement. The Letter Agreement provides that Mr. Thomas will continue to serve as the Company’s Executive Vice President and Chief Financial Officer until the Termination Date; however, the Company may modify his title, duties, and/or responsibilities to facilitate the hiring of and transition to a new Chief Financial Officer. In the Letter Agreement, Mr. Thomas acknowledges that his election to voluntarily terminate his employment with the Company, and the subsequent transition of his title, duties, and responsibilities to a new Chief Financial Officer, will not result in the payment of any severance amount by the Company to Mr. Thomas pursuant to the terms of the Employment Agreement. The date of the completion of the Chief Financial Officer transition (the “ Completion Date ”) will be determined in the discretion of the Committee.

During the period between the Effective Date and the Termination Date (the “ Transition Period ”), Mr. Thomas will be paid an annualized base salary of $400,000 (pro-rated for any partial year), which is subject to increase (but not decrease) by the Company. He will also generally continue to participate in those Company benefit plans and arrangements in which he is currently eligible to participate. Mr. Thomas is eligible to receive a pro-rated annual cash incentive bonus for 2019 (the “ 2019 Bonus ”) if and to the extent that the applicable performance goals are met and the 2019 Bonus is deemed earned in accordance with the terms of the Company’s Annual Incentive Plan (as amended and restated) (the “ Annual Incentive Plan ”) and as determined by the Committee. He also will remain eligible to receive an annual bonus for 2018 under the Annual Incentive Plan if and to the extent earned, as determined by the Committee. Mr. Thomas is also eligible to earn a completion bonus (the “ Completion Bonus ”) of $200,000 following the completion of an orderly transition of duties and responsibilities to

a new Chief Financial Officer. No Completion Bonus will be paid if Mr. Thomas voluntarily terminates his employment prior to the Completion Date or if the Company terminates his employment for cause. If the Company terminates Mr. Thomas’ employment without cause prior to the Completion Date, the Completion Bonus will be considered earned as of his Termination Date. Mr. Thomas’ outstanding long-term incentive awards granted under the Company’s 2011 Stock Incentive Plan and the 2015 Plan will continue to be governed by the terms of the applicable stock plan and related award agreement(s). Mr. Thomas is also eligible to receive certain severance benefits provided under the Employment Agreement to the extent his employment is terminated by the Company without cause, by him for good reason, or due to disability prior to March 31, 2019. Mr. Thomas will not be entitled to severance benefits under the Employment Agreement upon a termination for any other reason or for any termination occurring after March 31, 2019.

As a condition to receipt of the Completion Bonus and the 2019 Bonus, Mr. Thomas has agreed to execute a general waiver and release of claims in favor of the Company and its affiliates. Mr. Thomas also remains subject to the restrictive covenants described in his Employment Agreement, including covenants concerning confidentiality, non-disparagement, and, for one year following his termination of employment, non-competition and non-solicitation of customers and employees.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

On February 12, 2019, the Company issued a press release announcing the pending retirement of Mr. Thomas. A copy of the Company’s press release is attached as Exhibit 99.3 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

10.1		Letter Agreement, dated as of February 12, 2019, between Donald E. Thomas and Regional Management Corp.

99.1		Press Release issued by Regional Management Corp. on February 12, 2019, announcing financial results for Regional Management Corp. for the three and twelve months ended December 31, 2018.

99.2		Presentation of Regional Management Corp., dated February 12, 2019.

99.3		Press Release issued by Regional Management Corp. on February 12, 2019, announcing the pending retirement of Regional Management Corp.’s Chief Financial Officer Donald E. Thomas.

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.

Exhibit 10.1

[Regional Management Corp. Letterhead]

February 12, 2019

Mr. Donald E. Thomas

979 Batesville Road, Suite B

Greer, SC 29651

Re:

Chief Financial Officer Transition Matters

Dear Don:

You currently serve as the Executive Vice President and Chief Financial Officer of Regional Management Corp. (the “ Corporation ”) pursuant to the terms of that certain Employment Agreement, entered into as of August 30, 2017, between you and the Corporation (the “ Employment Agreement ”; terms used in this Letter Agreement that are not defined herein have the meanings given in the Employment Agreement). You have notified the Corporation that you intend to voluntarily terminate your at-will employment with the Corporation pursuant to Section 2.7(c) of the Employment Agreement following the completion of an orderly transition of duties and responsibilities from you to a new Chief Financial Officer to be identified by the Corporation, with the effective date of such termination of employment to be determined in good faith by you and the Corporation (the actual date of termination of employment being referred to herein as the “ Termination Date ”).

This Letter Agreement (the “ Letter Agreement ”), effective as of February 12, 2019 (the “ Effective Date ”), sets forth certain understandings, agreements, and obligations between you and the Corporation related to your proposed voluntary termination of employment. You and the Corporation acknowledge and agree that you are not eligible for “Retirement” as that term is defined and construed under any Stock Plan (as defined herein), long-term incentive award agreement, or other plan or agreement, and as a result, your proposed voluntary termination of employment pursuant to Section 2.7(c) of the Employment Agreement limits your compensation in the year of your termination to your base salary (and, if not paid by the time of your termination, your Annual Bonus for the preceding year). You and the Corporation acknowledge and agree that the Corporation and its stockholders, including you, are benefited by an orderly transition of duties and responsibilities from you to a new Chief Financial Officer, and such orderly transition will require you to remain employed for an undetermined period of time. Therefore, you and the Corporation agree as follows:

1. Transition Duties . During the period between the Effective Date of this Letter Agreement and your Termination Date (such period, the “ Transition Period ”), you agree to

continue to serve as Executive Vice President and Chief Financial Officer and fulfill the duties and responsibilities of such positions in accordance with the terms of the Employment Agreement, applicable laws, rules, and regulations (“ Applicable Law ”), and the directions of the Chief Executive Officer of the Corporation; provided, however, that you acknowledge and agree that the Chief Executive Officer of the Corporation, the Board of Directors of the Corporation (the “ Board ”), and/or the Compensation Committee of the Board (the “ Committee ”) may determine that your title, duties, and/or responsibilities should be modified as appropriate to facilitate the hiring of and transition to a new Chief Financial Officer. You expressly agree to use your best efforts to assist with such hiring and transition. During the Transition Period, you will principally perform your services to the Corporation from the Corporation’s principal office in Greer, South Carolina.

2. Nature of Termination of Employment . You acknowledge and agree that your proposed termination of employment constitutes a voluntary termination of employment by you pursuant to Section 2.7(c) of the Employment Agreement and that it does not constitute a “Retirement,” as such term is defined and construed under any Stock Plan or long-term incentive award agreement. Further, you acknowledge and agree that your modified duties and responsibilities, the appointment of a new Chief Financial Officer, and the other changes to the terms and conditions of your employment described in or related to the terms of this Letter Agreement shall not constitute a termination by you for “Good Reason,” an “Involuntary Termination,” or a termination by the Corporation without “Cause,” as such terms are defined and construed under the Employment Agreement, any Stock Plan or long-term incentive award agreement, or the Annual Incentive Plan (as defined herein), and that you expressly consent to such changes in position, duties, and compensation.

3. Amendment of Employment Agreement . You and the Corporation acknowledge and agree that, as of the Effective Date, the Employment Agreement shall be amended as provided in this Letter Agreement, and that the rights and obligations thereunder of you and the Corporation under the Employment Agreement will be modified as provided by this Letter Agreement. You hereby agree to waive and release any rights or claims related to the Employment Agreement to the extent modified by this Letter Agreement. You further acknowledge and agree that your right to compensation under the terms of the Employment Agreement, including the compensation provided for under Section 2.4 (“Compensation”) and Section 2.7 (“Termination”) of the Employment Agreement, shall be modified as provided in this Letter Agreement, and that the terms of this Letter Agreement related to compensation shall instead control.

4. Compensation and Benefits . The provisions of Section 2.4 of the Employment Agreement shall no longer apply, and the provisions of this Section 4 shall supersede Section 2.4 of the Employment Agreement. The provisions of this Section 4 shall control with respect to your rights to the compensation and benefits described herein. You acknowledge and agree that the compensation to be received pursuant to this Letter Agreement constitutes sufficient consideration for your rights and obligations under this Letter Agreement, including but in no way limited to your continued compliance with the restrictive covenants as described in Section 6 herein and

Article III of the Employment Agreement (as amended herein), and your execution of a release of claims as provided in Section 11 herein.

(a) Base Salary . During the Transition Period, you will be paid an annualized base salary (“ Salary ”) of $400,000 (pro-rated for any partial year), subject to increase (but not to decrease) by the Committee in its sole discretion. Your Salary will be paid to you periodically in accordance with the normal payroll practices of the Corporation. Your right to Salary will terminate upon the termination of your employment with the Corporation on the Termination Date.

(b) Annual Bonus . As you know, pursuant to the Corporation’s Annual Incentive Plan, as amended and restated (the “ Annual Incentive Plan ”), the Committee previously awarded you the opportunity to earn a cash bonus based upon the Corporation’s and your performance in 2018 (the “ 2018 Annual Bonus ”). You will remain eligible to earn the 2018 Annual Bonus in accordance with and subject to the parameters previously established by the Committee and communicated to you. In addition, pursuant to the Annual Incentive Plan, the Committee will award you the opportunity to earn a cash bonus based upon the Corporation’s and your performance in 2019 (the “ 2019 Annual Bonus ”), with a target bonus equal to one hundred percent (100%) of your Salary. No later than March 31, 2019, the Committee will establish and communicate to you the performance criteria associated with the 2019 Annual Bonus. With respect to the payment of the 2018 Annual Bonus and the 2019 Annual Bonus (each, an “ Annual Bonus ”), (i) if your Termination Date occurs before the payment of your 2018 Annual Bonus, if any, the Corporation will pay you such Annual Bonus notwithstanding such termination of employment, and (ii) the Corporation agrees to pay you a pro-rated portion of the 2019 Annual Bonus, if any, that you would have received had you remained employed with the Corporation through the end of 2019 (with such pro-ration calculated based on the number of days elapsed during 2019 through the Termination Date, divided by 365), but in each case only to the extent that such Annual Bonus is earned based on performance goals established for 2018 or 2019, as applicable, under the Annual Incentive Plan, as determined by the Committee in its sole discretion. Any such Annual Bonus(es) shall be payable when the Annual Bonus(es) would otherwise have been paid under the Annual Incentive Plan had you remained employed by the Corporation (but in any event shall be paid prior to March 14th of the year following the year in which the Annual Bonus was earned) and otherwise in accordance with the terms of the Annual Incentive Plan.

(c) Completion Bonus . Contingent upon your continued compliance with this Letter Agreement and the Employment Agreement, as amended herein, including the carrying out of the duties and responsibilities outlined in Section 1 herein, the Corporation will pay you a bonus of $200,000 (the “ Completion Bonus ”) following the completion of an orderly transition of duties and responsibilities from you to a new Chief Financial Officer, with the date of such completion (the “ Completion Date ”) to be determined by the Committee in its discretion, such determination not to be unreasonably delayed. You will not earn, and the Corporation will not pay, the Completion Bonus if you voluntarily terminate your employment prior to the Completion Date or if the Corporation terminates you for Cause. If the Corporation terminates you without Cause prior to the Completion Date, the Completion Bonus shall be considered earned by you as of such Termination

Date. The Completion Bonus, to the extent earned, will be paid within 45 days following the Termination Date.

(d) Long-Term Incentive Awards . As you know, you have been granted certain long-term incentive awards under the Corporation’s 2011 Stock Incentive Plan (the “ 2011 Plan ”) and 2015 Long-Term Incentive Plan, as amended and restated (the “ 2015 Plan ,” and, together with the 2011 Plan, also referred to individually as a “ Stock Plan ” and collectively as the “ Stock Plans ”), and related award agreements. Any equity, equity-based awards, or incentive awards granted to you shall continue in accordance with their terms and shall be governed by the terms of the applicable Stock Plan and related award agreement(s). For clarity, Section 2.8 (“Amendment to Certain Stock Option Award Agreements”) of the Employment Agreement shall continue in accordance with its terms and shall survive termination of the Employment Agreement, as amended by this Letter Agreement. You expressly agree that you will not be eligible to receive any long-term incentive award commencing in 2019. You also acknowledge that the Corporation has no obligation to notify you of the pending expiration or forfeiture of any award.

(e) Other Benefits . During the Transition Period, you may continue to participate in the Corporation’s benefit plans and arrangements in which you currently participate (including, for clarity, the benefits described under Section 2.5 of the Employment Agreement), to the extent you remain eligible and subject to the Corporation’s sole discretion to modify or terminate such plans and arrangements at any time. Following the Termination Date, you and the Corporation agree to continue to coordinate in good faith to ensure that, in accordance with Section 2.5(f) of the Employment Agreement, the Corporation pays (or has paid) you the amount necessary to put you in substantially the same after-tax position that you would have been in had you not elected to include the disability insurance premiums referenced in Section 2.5(f) in income (taking into account all federal, state, and local income and employment taxes due as a result of the inclusion of such disability insurance premiums in income). You acknowledge and agree that you are not entitled to any additional compensation and benefits under the Employment Agreement, any Stock Plan or related award agreement, the Annual Incentive Plan, this Letter Agreement, or otherwise except for the compensation and benefits expressly provided herein and accrued benefits under the Corporation’s 401(k) retirement plan.

5. Severance . You acknowledge and agree that you are not entitled to any severance payments, including but not limited to under Section 2.7 of the Employment Agreement (as amended herein), solely as a result of the changes to your employment terms as described in this Letter Agreement. Section 2.7 of the Employment Agreement shall be deemed amended by the provisions of Section 2 herein and as described in this Section 5. You and the Corporation expressly agree that the provisions of Section 2.7(a) and Section 2.7(e) providing for the payment of certain severance benefits following termination by the Corporation without “Cause,” termination by you for “Good Reason” (as such terms are interpreted in accordance with this Letter Agreement), and termination by the Corporation in the event of your “Disability” shall continue in full force and effect with respect to associated termination events occurring on or before March 31, 2019, but that your rights to any such severance benefits shall terminate with respect to associated termination events occurring after March 31, 2019.

6. Continuing Obligations . You expressly acknowledge and agree that you are obligated to, shall continue to be obligated to, and shall, comply with the provisions of Article III (“Covenants”) and Section 4.7 (“Choice of Law; Forum Selection; Jury Waiver”) of the Employment Agreement (consistent with the provisions of Section 3.12 of the Employment Agreement), and for the purposes of Article III of the Employment Agreement, the “Employment Period” shall include such period during which you are employed by the Corporation as an employee through the Termination Date, notwithstanding the termination or modification of other provisions of the Employment Agreement or other changes to the terms and conditions of your employment. You acknowledge and agree that the terms and conditions of Article III of the Employment Agreement are reasonable and necessary to protect the legitimate interests of the Corporation and that any violation of Article III of the Employment Agreement by you may cause substantial and irreparable harm to the Corporation. You also agree that the Corporation may seek any remedies set forth in Article III of the Employment Agreement should you violate Article III of the Employment Agreement. You and the Corporation specifically agree that Article III of the Employment Agreement is incorporated hereto by reference and integrated herein. Notwithstanding the foregoing, (a) nothing in this Letter Agreement prohibits you from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, or any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation, and you acknowledge and understand that you do not need the prior authorization of the Corporation to make any such reports or disclosures and are not required to notify the Corporation that you have made or will make such reports or disclosures; and (b) you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

7. Continuing Cooperation . Until the expiration of the applicable statutes of limitations, you agree to provide continuing cooperation to the Corporation in the prosecution and/or defense of any asserted or unasserted claims, charges, or lawsuits pending against it. Such cooperation shall include, but not be limited to, providing the Corporation with information, affidavits, deposition testimony, or testimony as a witness in any forum; provided, however, that compliance with this Section 7 will not be enforced in such a way as to impose an undue burden upon you. You also agree to participate in joint messages to financial institutions and oversight agencies.

8. Attorney Fees Reimbursement . The Corporation shall pay the reasonable fees and expenses of your attorney not to exceed $10,000 in connection with the review and negotiation of this Letter Agreement.

9. Employment At-Will . You acknowledge and agree that your employment is at-will and may be terminated by you or the Corporation, for any reason or no reason, at any time.

10. Withholding and Taxes . You acknowledge that the Corporation shall deduct from any compensation payable to you or payable on your behalf under this Letter Agreement or

otherwise all applicable federal, state, and local income and employment taxes and other taxes and withholdings required by Applicable Law. You acknowledge that the Corporation has made no representation or warranty regarding the tax consequences associated with the benefits described under this Letter Agreement, that you agree to pay any federal, state, and local taxes for which you may be personally liable as a result of the benefits under this Letter Agreement, and that the Corporation has no obligation to achieve any certain tax result for you.

11. Waiver and Release . You acknowledge and agree that the Corporation may at any time require, as a condition to receipt of the Completion Bonus and the 2019 Annual Bonus payable under this Letter Agreement, that you (or a representative of your estate) execute a waiver and release of claims discharging the Corporation and its subsidiaries, and their respective affiliates, and its and their officers, directors, managers, employees, agents, and representatives and the heirs, predecessors, successors, and assigns of all of the foregoing, from any and all claims, actions, causes of action, or other liability, whether known or unknown, contingent or fixed, arising out of or in any way related to your employment, or the ending of your employment with the Corporation or the benefits thereunder, including, without limitation, any claims under the Employment Agreement, this Letter Agreement, or other related instruments. The waiver and release will be in a form determined by the Corporation, substantially similar to the form of release attached to the Employment Agreement as Exhibit A, as modified, mutatis mutandis , to reflect the terms of this Letter Agreement. The Corporation shall provide you with the release within 15 days following the Termination Date and shall not be obligated to provide you with the Completion Bonus or the 2019 Annual Bonus unless (a) within 30 days following your receipt of the release from the Corporation, (i) you sign and deliver the release, (ii) you have not revoked the release, and (iii) the rescission periods provided by Applicable Law have expired, and (b) you are in substantial compliance with the material terms of this Letter Agreement and the Employment Agreement (including but not limited to Article III thereof), as modified by this Letter Agreement, as of the date of the payment of the Completion Bonus and the 2019 Annual Bonus.

12. Indemnification . You will continue to be indemnified and held harmless by the Corporation for any third-party claims made against you as an employee and/or executive of the Corporation in accordance with the Corporation’s amended and restated bylaws in effect on the date hereof.

13. Amendment and Termination; Entire Agreement; Waiver . This Letter Agreement may be amended or terminated by a written agreement between you and the Corporation. Except as otherwise provided herein, this Letter Agreement and the Employment Agreement, as modified by this Letter Agreement, contain the entire agreement between you and the Corporation related to the subject matter hereof and supersede all prior agreements and understandings with respect to such subject matter, and you and the Corporation have made no agreements, representations, or warranties related to the subject matter of this Letter Agreement that are not set forth herein. No term or condition of this Letter Agreement shall be deemed to have been waived, except by a statement in writing signed by the party against whom enforcement of the waiver is sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived, and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

14. Compliance with Code Section 409A . The Corporation and you agree that you both will cooperate in good faith so that no compensation paid to you by the Corporation under this Letter Agreement will violate Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations promulgated thereunder; provided, however, that you acknowledge and agree that in the event that this Letter Agreement or any benefit described herein shall be deemed not to comply with Code Section 409A, then neither the Corporation, the Board, the Committee, nor its or their designees, agents, or affiliates shall be liable to you or other persons for actions, decisions, or determinations made in good faith. You acknowledge and agree that you are considered a “specified employee” within the meaning of Code Section 409A. As a result, the payment of any amounts that are considered deferred compensation subject to Code Section 409A and are to be paid on account of your separation from service shall be deferred, as required by Code Section 409A(a)(2)(B)(i), for six (6) months after the Termination Date or, if earlier, the date of your death (the “ 409A Deferral Period ”). Any payments that otherwise would have been made during the 409A Deferral Period shall be paid in a lump sum on the first payroll date after the 409A Deferral Period expires, and the balance of any payments shall be made as described herein. Whenever payments under this Letter Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A. Notwithstanding anything to the contrary contained herein, with respect to any reimbursement of expenses, or any provision of in-kind benefits, that are subject to Code Section 409A, and related regulations or other guidance, the following conditions shall apply: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in any one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement providing for the reimbursement of expenses referred to in Code Section 105(b); (b) the reimbursement of an eligible expense shall be made no later than the last day of your taxable year following the taxable year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

15. Recoupment, Ownership, and Other Policies or Agreements . As a condition to entering into this Letter Agreement, you expressly agree and acknowledge that you remain subject to certain forfeiture and recoupment (or “clawback”) restrictions and requirements, including but not limited to forfeiture and recoupment provisions that apply in the event of the breach of restrictive covenants applicable to you, pursuant to (a) the Corporation’s Compensation Recoupment Policy, (b) the Stock Plans and related award agreements, and (c) the Annual Incentive Plan. In addition, you acknowledge that you are subject to any such compensation recovery, recoupment, forfeiture, or other similar provisions as may apply to you under Applicable Law.

16. Beneficiary . If you die before receiving all of the amounts payable to you in accordance with the terms and conditions of this Letter Agreement, such amounts shall be paid to the beneficiary (“ Beneficiary ”) designated by you in writing to the Corporation during your lifetime, or if no such Beneficiary is designated, to your estate. You may change your designation of Beneficiary or Beneficiaries at any time or from time to time without the consent of any prior Beneficiary, by submitting to the Corporation in writing a new designation of Beneficiary.

17. Governing Law; Jurisdiction; Venue . All matters relating to the interpretation, construction, application, validity, and enforcement of this Letter Agreement shall be governed by

the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule, whether of the State of Delaware or any other jurisdiction, that would cause the application of laws of any jurisdiction other than the State of Delaware. You and the Corporation knowingly and voluntarily agree that any controversy or dispute arising out of or otherwise related to this Letter Agreement, including any employment or statutory claim, shall be tried exclusively, without jury, and consent to personal jurisdiction in the state courts of Greenville, South Carolina or the United States District Court for the District of South Carolina situated in Greenville, South Carolina, as appropriate.

18. Assignment . This Letter Agreement shall not be assignable, in whole or in part, by either party without the written consent of the other party, except that the Corporation may, without your written consent, assign its rights and obligations under this Letter Agreement to any corporation or other business entity (a) with which the Corporation may merge or consolidate, or (b) to which the Corporation may sell or transfer all or substantially all of its assets or capital stock.

19. Separate Representation . You hereby acknowledge that you have had the opportunity to receive independent advice from counsel of your own selection in connection with this Letter Agreement and have not relied to any extent on any director, officer, or stockholder of, or counsel to, the Corporation in deciding to enter into this Letter Agreement.

20. Notices . Any notice hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, sent by reputable next-day commercial courier, or sent by registered or certified mail, return receipt requested, postage prepaid, to the party to receive such notice addressed as follows:

If to the Corporation:

Regional Management Corp.

979 Batesville Road, Suite B

Greer, SC 29651

Attention: General Counsel

With a copy to:

Womble Bond Dickinson (US) LLP

One Wells Fargo Center

Suite 3500, 301 South College Street

Charlotte, NC 28202-6037

Attention: Jane Jeffries Jones

If to you, to your home address on file with the Corporation’s Human Resources department.

or addressed to such other address as may have been furnished to the sender by notice hereunder. All notices shall be deemed given (a) on the date on which delivered if delivered by hand, (b) on the next business day if sent by reputable overnight commercial courier, or (c) three business days after deposit in the mail if sent by certified mail, return receipt requested postage prepaid, except that notice of change of address will be effective only upon receipt by the other party.

21. Counterparts . This Letter Agreement may be executed in any number of counterparts, and such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. A copy of this Letter Agreement bearing the facsimile, photostatic, PDF, or other copy of a party hereto shall be as valid for all purposes as a copy bearing that party’s original signature.

22. Severability . To the extent that any portion of any provision of this Letter Agreement shall be invalid or unenforceable, it shall be considered deleted herefrom and the remainder of such provision and of this Letter Agreement shall be unaffected and shall continue in full force and effect.

23. Captions and Headings . The captions and paragraph headings used in this Letter Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Letter Agreement or any of the provisions hereof.

On behalf of the Board and the Corporation, we thank you for your service as Chief Financial Officer and look forward to your continued service in connection with this executive transition. If the terms of this Letter Agreement are acceptable, please sign the Letter Agreement below and return it to me at your earliest opportunity.

Sincerely,

/s/ Peter R. Knitzer

Peter R. Knitzer

President and Chief Executive Officer

I have read and understand the provisions of this Letter Agreement and I hereby agree to the terms of the Letter Agreement.

Signature:

/s/ Donald E. Thomas

Donald E. Thomas

Date: February 12, 2019

Exhibit 99.1

LOGO

Regional Management Corp. Announces Fourth Quarter 2018 Results

- Net income of $10.8 million and diluted earnings per share of $0.90 -

- 15 ^th consecutive quarter of year-over-year double-digit total finance receivables growth -

- 10 ^th consecutive quarter of year-over-year double-digit revenue growth -

Greenville, South Carolina – February 12, 2019 – Regional Management Corp. (NYSE: RM), a diversified consumer finance company, today announced results for the fourth quarter and full year ended December 31, 2018.

Fourth Quarter 2018 Highlights

•

Net income for the fourth quarter of 2018 was $10.8 million, a 1.1% reduction from the prior-year period of 2017. The prior-year period included $3.5 million of tax benefits and credits, primarily related to the Tax Cuts and Jobs Act. Diluted earnings per share for the fourth quarter of 2018 was $0.90, compared to $0.92 in the prior-year period (of which $0.30 was related to the aforementioned tax benefits and credits).

•

Total finance receivables as of December 31, 2018 were $932.2 million, an increase of 14.0%, or $114.8 million, from the prior-year period.

•

15 ^th consecutive quarter of year-over-year double-digit finance receivables growth.

•

Total core small and large loan finance receivables increased $152.7 million, or 21.1%, compared to the prior-year period.

•

Large loan finance receivables of $438.0 million increased $90.8 million, or 26.1%, from the prior-year period and represented 47.0% of the total loan portfolio. Small loan finance receivables as of December 31, 2018 were $437.7 million, an increase of 16.5% over the prior-year period.

•

Total revenue for the fourth quarter of 2018 was $83.7 million, an $11.6 million, or 16.1%, increase from the prior-year period.

•

10 ^th consecutive quarter of year-over-year double-digit revenue growth.

•

Interest and fee income increased 13.0%, driven by a 14.0% increase in finance receivables compared to the prior-year period.

•

Insurance income, net increased $2.5 million; approximately $1.5 million of the increase was due to a change in business practice of the company to lower its utilization of non-file insurance.

•

Provision for credit losses for the fourth quarter of 2018 was $23.7 million, an increase of 21.8% from the prior-year period. The provision for credit losses for the fourth quarter of 2018 included approximately $1.5 million related to a change in business practice of the company to lower its utilization of non-file insurance, which grossed up the provision for credit losses and insurance income. This change had no impact on net income.

•

Annualized net credit losses as a percentage of finance receivables were 9.1%, a 10 basis point increase from 9.0% in the prior-year period, primarily due to 30 basis points of additional non-file claims shifting to credit losses compared to the prior-year period.

•

30+ day contractual delinquencies as of December 31, 2018 were 7.7%, compared to 7.5% as of December 31, 2017. 30+ day contractual delinquencies include 0.4% and 0.3% related to hurricane-affected branches as of December 31, 2018 and December 31, 2017, respectively.

•

Expanded operations into Wisconsin, the Company’s 11 ^th U.S. state, during the quarter.

“The fourth quarter was successful on all fronts, allowing us to cap off a terrific 2018 for Regional,” said Peter R. Knitzer, President and Chief Executive Officer of Regional Management. “We continued to generate double-digit year-over-year top line growth, supported by double-digit finance receivable gains in our core loan portfolio. In addition, we maintained our stable credit performance, which is a testament to our underwriting and the added benefit of our centralized credit collections team. We also continue to drive down our overall expenses as a percentage of receivables, which positions us well to expand margins and profitability over the longer term.”

“Looking ahead, in 2019, we remain focused on executing our hybrid growth strategy of increasing receivables within our established branches, and further expanding our branch network through our de novo program,” added Mr. Knitzer. “We also plan to complete the implementation of custom scorecards in our branches, which should further improve our credit profile by the end of this year. Overall, we are confident in the fundamental strength of our current model, as well as our growth trajectory and market share opportunity. We remain positioned as strongly as ever to generate increasing value for our shareholders.”

Fourth Quarter 2018 Results

Finance receivables outstanding at December 31, 2018 were $932.2 million, a 14.0% increase from $817.5 million in the prior year. Finance receivables increased based on double-digit growth in both the core small and large loan portfolios.

For the fourth quarter ended December 31, 2018, the Company reported total revenue of $83.7 million, a 16.1% increase from $72.1 million in the prior-year period. Interest and fee income for the fourth quarter of 2018 was $75.0 million, a 13.0% increase from $66.4 million in the prior-year period, related to consistent gains in the small and large loan portfolios.

The provision for credit losses in the fourth quarter of 2018 was $23.7 million, a 21.8% increase compared to $19.5 million in the prior-year period, primarily due to portfolio growth. Net credit losses were $20.7 million in the fourth quarter of 2018, an increase of $2.7 million over the prior-year period, with $1.5 million of losses attributable to the change in business practice to lower utilization of non-file insurance. Annualized net credit losses as a percentage of average finance receivables in the fourth quarter of 2018 were 9.1% (including 70 basis points related to non-file impact), a 10 basis point increase from 9.0% in the prior-year period (which included 40 basis points related to non-file impact).

General and administrative expenses for the fourth quarter of 2018 were $36.6 million, an increase of $2.6 million, or 7.6%, from the prior-year period. Annualized general and administrative expenses as a percentage of average finance receivables improved 100 basis points from the prior-year period from 17.1% to 16.1% for the fourth quarter of 2018. General and administrative expenses for the fourth quarter of 2018 included higher personnel costs related to staffing increases in information technology, centralized collections, de novo branch openings, and existing branches to support ongoing loan portfolio growth.

Interest expense was $9.6 million in the fourth quarter of 2018, compared to $6.8 million in the prior-year period. The increase in interest expense was due to higher cost of funding and larger long-term debt amounts outstanding from growth in finance receivables. Cost of funding has increased due to federal funds rate increases, larger unused lines of credit, and incremental debt issuance costs associated with upsizing the senior revolving credit facility, entering into the warehouse credit facility, and the Company’s recent completion of its second asset-backed securitization. Diversified sources of funding continue to position the Company for long-term growth.

Net income for the fourth quarter of 2018 was $10.8 million, a decrease from $10.9 million in the prior-year period. Diluted earnings per share for the fourth quarter of 2018 was $0.90, a decrease from $0.92 in the prior-year period. Net income and diluted earnings per share for the fourth quarter of 2017 included $3.5 million, or $0.30 per diluted share, of tax benefits and credits, primarily related to the Tax Cuts and Jobs Act.

2019 De Novo Outlook

As of December 31, 2018, the Company’s branch network consisted of 359 locations, including 13 net branches opened during the fourth quarter of 2018. For the full year 2019, the Company expects to open between 15 and 30 de novo branches.

Liquidity and Capital Resources

As of December 31, 2018, the Company had finance receivables of $932.2 million and outstanding long-term debt of $660.5 million, consisting of:

•

$328.1 million of long-term debt on its $638.0 million senior revolving credit facility,

•

$21.6 million of long-term debt on its amortizing loan,

•

$30.1 million of long-term debt on its $125.0 million revolving warehouse credit facility, and

•

$280.7 million of long-term debt through its asset-backed securitizations.

The Company had a GAAP debt-to-equity ratio of 2.4 to 1.0 and a shareholder equity ratio of 29.2% as of December 31, 2018.

Conference Call Information

Regional Management Corp. will host a conference call and webcast today at 5:00 PM ET to discuss these results.

The dial-in number for the conference call is (800) 319-4610 (toll-free) or (631) 891-4304 (direct). Please dial the number 10 minutes prior to the scheduled start time.

*** A supplemental slide presentation will be made available on Regional Management’s website prior to the earnings call at www.RegionalManagement.com. ***

In addition, a live webcast of the conference call will also be available on Regional Management’s website at www.RegionalManagement.com .

A replay will be available following the end of the call through Tuesday, February 19, 2019, by telephone at (844) 512-2921 (toll-free) or (412) 317-6671 (international), passcode 10006059. A webcast replay of the call will be available at http://www.RegionalManagement.com for one year following the call.

Forward-Looking Statements

This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent Regional Management Corp.’s expectations or beliefs concerning future events. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook,” and similar expressions may be used to identify these forward-looking statements. Such forward-looking statements are about matters that are inherently subject to risks and uncertainties, many of which are outside of the control of Regional Management. Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, the following: changes in general economic conditions, including levels of unemployment and bankruptcies; risks associated with Regional Management’s transition to a new loan origination and servicing software system; risks related to opening new branches, including the ability or inability to open new branches as planned; risks inherent in

making loans, including repayment risks and value of collateral, which risks may increase in light of adverse or recessionary economic conditions; risks relating to Regional Management’s asset-backed securitization transactions; changes in interest rates; the risk that Regional Management’s existing sources of liquidity become insufficient to satisfy its needs or that its access to these sources becomes unexpectedly restricted; changes in federal, state, or local laws, regulations, or regulatory policies and practices, and risks associated with the manner in which laws and regulations are interpreted, implemented, and enforced; the impact of changes in tax laws, guidance, and interpretations, including related to certain provisions of the Tax Cuts and Jobs Act; the timing and amount of revenues that may be recognized by Regional Management; changes in current revenue and expense trends (including trends affecting delinquencies and credit losses); changes in Regional Management’s markets and general changes in the economy (particularly in the markets served by Regional Management); changes in the competitive environment in which Regional Management operates or in the demand for its products; the impact of a prolonged shutdown of the federal government; risks related to acquisitions; changes in operating and administrative expenses; and the departure, transition, or replacement of key personnel. Such factors and others are discussed in greater detail in Regional Management’s filings with the Securities and Exchange Commission. Regional Management will not update the information contained in this press release beyond the publication date, except to the extent required by law, and is not responsible for changes made to this document by wire services or Internet services.

About Regional Management Corp.

Regional Management Corp. (NYSE: RM) is a diversified consumer finance company providing a broad array of loan products primarily to customers with limited access to consumer credit from banks, thrifts, credit card companies, and other traditional lenders. Regional Management began operations in 1987 with four branches in South Carolina and has since expanded its branch network across South Carolina, Texas, North Carolina, Tennessee, Alabama, Oklahoma, New Mexico, Georgia, Virginia, Missouri and Wisconsin. Each of its loan products is structured on a fixed rate, fixed term basis with fully amortizing equal monthly installment payments and is repayable at any time without penalty. Regional Management’s loans are sourced through its multiple channel platform, including in its branches, through direct mail campaigns, online credit application networks, retailers, and its consumer website. For more information, please visit www.RegionalManagement.com .

Contact:

Investor Relations

Garrett Edson, (203) 682-8331

Regional Management Corp. and Subsidiaries

Consolidated Statements of Income

(Unaudited)

(in thousands, except per share amounts)


							Better (Worse)												Better (Worse)
	4Q 18			4Q 17			$			%			YTD 18			YTD 17			$			%
Revenue
Interest and fee income	$	75,013		$	66,377		$	8,636			13.0	%	$	280,121		$	249,034		$	31,087			12.5	%
Insurance income, net		5,624			3,076			2,548			82.8	%		14,793			13,061			1,732			13.3	%
Other income		3,112			2,654			458			17.3	%		11,792			10,364			1,428			13.8	%

Total revenue		83,749			72,107			11,642			16.1	%		306,706			272,459			34,247			12.6	%

Expenses
Provision for credit losses		23,698			19,464			(4,234	)		(21.8	)%		87,056			77,339			(9,717	)		(12.6	)%
Personnel		22,074			19,903			(2,171	)		(10.9	)%		84,068			75,992			(8,076	)		(10.6	)%
Occupancy		5,933			5,346			(587	)		(11.0	)%		22,519			21,530			(989	)		(4.6	)%
Marketing		1,902			1,841			(61	)		(3.3	)%		7,745			7,128			(617	)		(8.7	)%
Other		6,707			6,929			222			3.2	%		25,952			26,305			353			1.3	%

Total general and administrative		36,616			34,019			(2,597	)		(7.6	)%		140,284			130,955			(9,329	)		(7.1	)%
Interest expense		9,643			6,816			(2,827	)		(41.5	)%		33,464			23,908			(9,556	)		(40.0	)%

Income before income taxes		13,792			11,808			1,984			16.8	%		45,902			40,257			5,645			14.0	%
Income taxes		3,022			923			(2,099	)		(227.4	)%		10,557			10,294			(263	)		(2.6	)%

Net income	$	10,770		$	10,885		$	(115	)		(1.1	)%	$	35,345		$	29,963		$	5,382			18.0	%

Net income per common share:
Basic	$	0.92		$	0.94		$	(0.02	)		(2.1	)%	$	3.03		$	2.59		$	0.44			17.0	%

Diluted	$	0.90		$	0.92		$	(0.02	)		(2.2	)%	$	2.93		$	2.54		$	0.39			15.4	%

Weighted-average shares outstanding:
Basic		11,672			11,592			(80	)		(0.7	)%		11,655			11,551			(104	)		(0.9	)%

Diluted		12,010			11,875			(135	)		(1.1	)%		12,078			11,783			(295	)		(2.5	)%

Return on average assets (annualized)		4.6	%		5.4	%								4.0	%		4.0	%

Return on average equity (annualized)		15.7	%		18.7	%								13.6	%		13.5	%

Regional Management Corp. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

(in thousands, except par value amounts)


							Increase (Decrease)
	4Q 18			4Q 17			$			%
Assets
Cash	$	3,657		$	5,230		$	(1,573	)		(30.1	)%
Gross finance receivables		1,237,526			1,066,650			170,876			16.0	%
Unearned finance charges and insurance premiums		(305,283	)		(249,187	)		(56,096	)		(22.5	)%

Finance receivables		932,243			817,463			114,780			14.0	%
Allowance for credit losses		(58,300	)		(48,910	)		(9,390	)		(19.2	)%

Net finance receivables		873,943			768,553			105,390			13.7	%
Restricted cash		46,484			16,787			29,697			176.9	%
Property and equipment		13,926			12,294			1,632			13.3	%
Intangible assets		10,010			10,607			(597	)		(5.6	)%
Other assets		8,375			16,012			(7,637	)		(47.7	)%

Total assets	$	956,395		$	829,483		$	126,912			15.3	%

Liabilities and Stockholders’ Equity
Liabilities:
Long-term debt	$	660,507		$	571,496		$	89,011			15.6	%
Unamortized debt issuance costs		(9,158	)		(4,950	)		(4,208	)		(85.0	)%

Net long-term debt		651,349			566,546			84,803			15.0	%
Accounts payable and accrued expenses		25,138			18,565			6,573			35.4	%
Deferred tax liability		747			4,961			(4,214	)		(84.9	)%

Total liabilities		677,234			590,072			87,162			14.8	%
Stockholders’ equity:
Preferred stock ($0.10 par value, 100,000 shares authorized, no shares issued or outstanding)		—			—			—			—
Common stock ($0.10 par value, 1,000,000 shares authorized, 13,323 shares issued and 11,777 shares outstanding at December 31, 2018 and 13,205 shares issued and 11,659 shares outstanding at December 31, 2017)		1,332			1,321			11			0.8	%
Additional paid-in-capital		98,778			94,384			4,394			4.7	%
Retained earnings		204,097			168,752			35,345			20.9	%
Treasury stock (1,546 shares at December 31, 2018 and 2017)		(25,046	)		(25,046	)		—			0.0	%

Total stockholders’ equity		279,161			239,411			39,750			16.6	%

Total liabilities and stockholders’ equity	$	956,395		$	829,483		$	126,912			15.3	%

Regional Management Corp. and Subsidiaries

Selected Financial Data

(Unaudited)

(in thousands, except per share amounts)


	Finance Receivables by Product
	4Q 18		3Q 18		QoQ $ Inc (Dec)			QoQ % Inc (Dec)			4Q 17		YoY $ Inc (Dec)			YoY % Inc (Dec)
Small loans	$	437,662	$	414,441	$	23,221			5.6	%	$	375,772	$	61,890			16.5	%
Large loans		437,998		410,811		27,187			6.6	%		347,218		90,780			26.1	%

Total core loans		875,660		825,252		50,408			6.1	%		722,990		152,670			21.1	%
Automobile loans		26,154		32,322		(6,168	)		(19.1	)%		61,423		(35,269	)		(57.4	)%
Retail loans		30,429		30,502		(73	)		(0.2	)%		33,050		(2,621	)		(7.9	)%

Total finance receivables	$	932,243	$	888,076	$	44,167			5.0	%	$	817,463	$	114,780			14.0	%

Number of branches at period end		359		346		13			3.8	%		342		17			5.0	%
Average finance receivables per branch	$	2,597	$	2,567	$	30			1.2	%	$	2,390	$	207			8.7	%


	Averages and Yields
	4Q 18					3Q 18					4Q 17
	Average Finance Receivables		Average Yield (Annualized)			Average Finance Receivables		Average Yield (Annualized)			Average Finance Receivables		Average Yield (Annualized)
Small loans	$	426,901		39.5	%	$	401,132		40.4	%	$	369,241		41.5	%
Large loans		425,948		28.4	%		401,212		28.6	%		328,759		29.1	%
Automobile loans		29,114		15.0	%		35,845		15.6	%		66,664		15.6	%
Retail loans		30,555		19.1	%		30,861		19.3	%		32,243		19.9	%

Total interest and fee yield	$	912,518		32.9	%	$	869,050		33.2	%	$	796,907		33.3	%

Total revenue yield	$	912,518		36.7	%	$	869,050		35.9	%	$	796,907		36.2	%


	Components of Increase in Interest and Fee Income 4Q 18 Compared to 4Q 17 Increase (Decrease)
	Volume			Rate			Volume & Rate			Net
Small loans	$	5,978		$	(1,784	)	$	(278	)	$	3,916
Large loans		7,061			(530	)		(157	)		6,374
Automobile loans		(1,466	)		(100	)		56			(1,510	)
Retail loans		(84	)		(63	)		3			(144	)
Product mix		(1,859	)		1,609			250			—

Total increase in interest and fee income	$	9,630		$	(868	)	$	(126	)	$	8,636


	Net Loans Originated (1)
	4Q 18		3Q 18		QoQ $ Inc (Dec)		QoQ % Inc (Dec)			4Q 17		YoY $ Inc (Dec)			YoY % Inc (Dec)
Small loans	$	172,820	$	162,644	$	10,176		6.3	%	$	149,299	$	23,521			15.8	%
Large loans		115,805		95,410		20,395		21.4	%		106,680		9,125			8.6	%
Automobile loans (2)		—		—		—		0.0	%		1,927		(1,927	)		(100.0	)%
Retail loans		6,593		5,971		622		10.4	%		8,363		(1,770	)		(21.2	)%

Total net loans originated	$	295,218	$	264,025	$	31,193		11.8	%	$	266,269	$	28,949			10.9	%

(1)	Represents the balance of loan origination and refinancing net of unearned finance charges.

(2)	The Company ceased originating automobile loans in November 2017.


	Other Key Metrics
	4Q 18			3Q 18			4Q 17
Net credit losses	$	20,698		$	16,790		$	17,954
Percentage of average finance receivables (annualized)		9.1	%		7.7	%		9.0	%
Provision for credit losses (1)	$	23,698		$	23,640		$	19,464
Percentage of average finance receivables (annualized)		10.4	%		10.9	%		9.8	%
Percentage of total revenue		28.3	%		30.3	%		27.0	%
General and administrative expenses	$	36,616		$	35,861		$	34,019
Percentage of average finance receivables (annualized)		16.1	%		16.5	%		17.1	%
Percentage of total revenue		43.7	%		46.0	%		47.2	%
Same store results:
Finance receivables at period-end	$	925,621		$	886,104		$	806,921
Finance receivable growth rate		13.7	%		14.4	%		12.7	%
Number of branches in calculation		337			338			331

(1)	Includes hurricane-related provision for credit losses of $(174), $3,900, and $(123) for 4Q 18, 3Q 18, and 4Q 17, respectively.


	Contractual Delinquency by Aging
	4Q 18				3Q 18				4Q 17
Allowance for credit losses (1)	$	58,300	6.3	%	$	55,300	6.2	%	$	48,910	6.0	%
Current		754,162	80.9	%		726,003	81.8	%		669,451	81.9	%
1 to 29 days past due		105,920	11.4	%		99,008	11.1	%		86,533	10.6	%

Delinquent accounts:
30 to 59 days		22,529	2.3	%		22,215	2.5	%		18,728	2.2	%
60 to 89 days		17,382	1.9	%		15,360	1.7	%		15,297	1.9	%
90 to 119 days		12,279	1.3	%		10,183	1.1	%		11,339	1.4	%
120 to 149 days		10,890	1.2	%		8,476	1.0	%		8,865	1.1	%
150 to 179 days		9,081	1.0	%		6,831	0.8	%		7,250	0.9	%

Total contractual delinquency (2)	$	72,161	7.7	%	$	63,065	7.1	%	$	61,479	7.5	%

Total finance receivables	$	932,243	100.0	%	$	888,076	100.0	%	$	817,463	100.0	%

1 day and over past due	$	178,081	19.1	%	$	162,073	18.2	%	$	148,012	18.1	%


	Contractual Delinquency by Product
	4Q 18				3Q 18				4Q 17
Small loans	$	40,663	9.3	%	$	34,581	8.3	%	$	35,246	9.4	%
Large loans		26,814	6.1	%		23,406	5.7	%		18,540	5.3	%
Automobile loans		2,083	8.0	%		2,686	8.3	%		4,896	8.0	%
Retail loans		2,601	8.5	%		2,392	7.8	%		2,797	8.5	%

Total contractual delinquency (2)	$	72,161	7.7	%	$	63,065	7.1	%	$	61,479	7.5	%

(1)	Includes incremental hurricane allowance for credit losses of $3,600, $3,900, and $2,760 in 4Q 18, 3Q 18, and 4Q 17, respectively.

(2)	Includes 0.4% and 0.3% delinquency related to hurricane-affected branches for 4Q 18 and 4Q 17, respectively. Q3 18 delinquency benefited 0.2% related to hurricane payment deferrals.


	Quarterly Trend
	4Q 17		1Q 18		2Q 18		3Q 18		4Q 18		QoQ $ B(W)			YoY $ B(W)
Revenue
Interest and fee income	$	66,377	$	66,151	$	66,829	$	72,128	$	75,013	$	2,885		$	8,636
Insurance income, net		3,076		3,389		2,882		2,898		5,624		2,726			2,548
Other income		2,654		3,085		2,705		2,890		3,112		222			458

Total revenue		72,107		72,625		72,416		77,916		83,749		5,833			11,642

Expenses
Provision for credit losses		19,464		19,515		20,203		23,640		23,698		(58	)		(4,234	)
Personnel		19,903		21,228		19,390		21,376		22,074		(698	)		(2,171	)
Occupancy		5,346		5,618		5,478		5,490		5,933		(443	)		(587	)
Marketing		1,841		1,453		2,258		2,132		1,902		230			(61	)
Other		6,929		6,293		6,089		6,863		6,707		156			222

Total general and administrative		34,019		34,592		33,215		35,861		36,616		(755	)		(2,597	)
Interest expense		6,816		7,177		7,915		8,729		9,643		(914	)		(2,827	)

Income before income taxes		11,808		11,341		11,083		9,686		13,792		4,106			1,984
Income taxes		923		2,697		2,601		2,237		3,022		(785	)		(2,099	)

Net income	$	10,885	$	8,644	$	8,482	$	7,449	$	10,770	$	3,321		$	(115	)

Net income per common share:
Basic	$	0.94	$	0.74	$	0.73	$	0.64	$	0.92	$	0.28		$	(0.02	)

Diluted	$	0.92	$	0.72	$	0.70	$	0.61	$	0.90	$	0.29		$	(0.02	)

Weighted-average shares outstanding:
Basic		11,592		11,618		11,658		11,672		11,672		—			(80	)

Diluted		11,875		12,030		12,138		12,133		12,010		123			(135	)

Net interest margin	$	65,291	$	65,448	$	64,501	$	69,187	$	74,106	$	4,919		$	8,815

Net credit margin	$	45,827	$	45,933	$	44,298	$	45,547	$	50,408	$	4,861		$	4,581


	4Q 17		1Q 18		2Q 18		3Q 18		4Q 18		QoQ $ Inc (Dec)			YoY $ Inc (Dec)
Total assets	$	829,483	$	814,809	$	868,220	$	893,279	$	956,395	$	63,115		$	126,912

Finance receivables	$	817,463	$	804,956	$	847,238	$	888,076	$	932,243	$	44,167		$	114,780

Allowance for credit losses	$	48,910	$	47,750	$	48,450	$	55,300	$	58,300	$	3,000		$	9,390

Long-term debt	$	571,496	$	550,377	$	595,765	$	611,593	$	660,507	$	48,914		$	89,011


	Finance Receivables by Product
	4Q 18		3Q 18		QoQ $ Inc (Dec)			QoQ % Inc (Dec)			4Q 17		YoY $ Inc (Dec)			YoY % Inc (Dec)
Small loans	$	437,662	$	414,441	$	23,221			5.6	%	$	375,772	$	61,890			16.5	%
Large loans		437,998		410,811		27,187			6.6	%		347,218		90,780			26.1	%

Total core loans		875,660		825,252		50,408			6.1	%		722,990		152,670			21.1	%
Automobile loans		26,154		32,322		(6,168	)		(19.1	)%		61,423		(35,269	)		(57.4	)%
Retail loans		30,429		30,502		(73	)		(0.2	)%		33,050		(2,621	)		(7.9	)%

Total finance receivables	$	932,243	$	888,076	$	44,167			5.0	%	$	817,463	$	114,780			14.0	%

Number of branches at period end		359		346		13			3.8	%		342		17			5.0	%
Average finance receivables per branch	$	2,597	$	2,567	$	30			1.2	%	$	2,390	$	207			8.7	%


	Averages and Yields
	YTD 18						YTD 17
	Average Finance Receivables			Average Yield			Average Finance Receivables			Average Yield
Small loans	$	391,481			40.0	%	$	355,826			42.2	%
Large loans		389,919			28.5	%		278,397			28.8	%
Automobile loans		41,026			15.6	%		78,317			16.3	%
Retail loans		31,393			19.0	%		31,660			18.8	%

Total interest and fee yield	$	853,819			32.8	%	$	744,200			33.5	%

Total revenue yield	$	853,819			35.9	%	$	744,200			36.6	%


	Components of Increase in Interest and Fee Income YTD 18 Compared to YTD 17 Increase (Decrease)
	Volume			Rate			Volume & Rate			Net
Small loans	$	15,036		$	(7,680	)	$	(770	)	$	6,586
Large loans		32,159			(930	)		(372	)		30,857
Automobile loans		(6,073	)		(542	)		258			(6,357	)
Retail loans		(50	)		52			(1	)		1
Product mix		(4,390	)		4,223			167			—

Total increase in interest and fee income	$	36,682		$	(4,877	)	$	(718	)	$	31,087


	Net Loans Originated (1)
	YTD 18		YTD 17		YTD $ Inc (Dec)			YTD % Inc (Dec)
Small loans	$	624,243	$	573,858	$	50,385			8.8	%
Large loans		409,174		355,931		53,243			15.0	%
Automobile loans (2)		—		20,331		(20,331	)		(100.0	)%
Retail loans		26,579		28,885		(2,306	)		(8.0	)%

Total net loans originated	$	1,059,996	$	979,005	$	80,991			8.3	%

(1)	Represents the balance of loan origination and refinancing net of unearned finance charges.

(2)	The Company ceased originating automobile loans in November 2017.


	Other Key Metrics
	YTD 18			YTD 17
Net credit losses	$	77,666		$	69,679
Percentage of average finance receivables		9.1	%		9.4	%
Provision for credit losses (1)	$	87,056		$	77,339
Percentage of average finance receivables		10.2	%		10.4	%
Percentage of total revenue		28.4	%		28.4	%
General and administrative expenses	$	140,284		$	130,955
Percentage of average finance receivables		16.4	%		17.6	%
Percentage of total revenue		45.7	%		48.1	%

(1)	Includes hurricane-related provision for credit losses of $3,726 and $2,877 for YTD 18 and YTD 17, respectively.

Exhibit 99.2

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4Q 2018 Earnings Call Supplemental Presentation February 12, 2019

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Safe Harbor Statement This document contains summarized information concerning Regional Management Corp. (the “Company”) and the Company’s business, operations, financial performance, and trends. No representation is made that the information in this document is complete. For additional financial, statistical, and business information, please see the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”), as well as the Company’s other reports filed with the SEC from time to time. Such reports are or will be available on the Company’s website (www.regionalmanagement.com) and on the SEC’s website (www.sec.gov). This presentation, the related remarks, and the responses to various questions may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent the Company’s expectations or beliefs concerning future events. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook,” and similar expressions may be used to identify these forward-looking statements. Such forward-looking statements are about matters that are inherently subject to risks and uncertainties, many of which are outside of the control of the Company. Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, the following: changes in general economic conditions, including levels of unemployment and bankruptcies; risks associated with the Company’s transition to a new loan origination and servicing software system; risks related to opening new branches, including the ability or inability to open new branches as planned; risks inherent in making loans, including repayment risks and value of collateral, which risks may increase in light of adverse or recessionary economic conditions; risks relating to the Company’s asset-backed securitization transactions; changes in interest rates; the risk that the Company’s existing sources of liquidity become insufficient to satisfy its needs or that its access to these sources becomes unexpectedly restricted; changes in federal, state, or local laws, regulations, or regulatory policies and practices, and risks associated with the manner in which laws and regulations are interpreted, implemented, and enforced; the impact of changes in tax laws, guidance, and interpretations, including related to certain provisions of the Tax Cuts and Jobs Act; the timing and amount of revenues that may be recognized by the Company; changes in current revenue and expense trends (including trends affecting delinquencies and credit losses); changes in the Company’s markets and general changes in the economy (particularly in the markets served by the Company); changes in the competitive environment in which the Company operates or in the demand for its products; the impact of a prolonged shutdown of the federal government; risks related to acquisitions; changes in operating and administrative expenses; and the departure, transition, or replacement of key personnel. Such factors and others are discussed in greater detail in the Company’s filings with the SEC. The Company cannot guarantee future events, results, actions, levels of activity, performance, or achievements. Except to the extent required by law, neither the Company nor any of its respective agents, employees, or advisors intend or have any duty or obligation to supplement, amend, update, or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise. The information and opinions contained in this document are provided as of the date of this presentation and are subject to change without notice. This document has not been approved by any regulatory or supervisory authority. 2

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4Q 18 Highlights –Continued Double-Digit Portfolio Growth (dollars in millions, except EPS) 4Q 18 4Q 17 Chg B/(W) % Chg B/(W) Total Finance Receivables $932.2 $817.5 $114.8 14.0% Total Revenue 83.7 72.1 11.6 16.1% Provision for Credit Losses 23.7 19.5 (4.2) (21.8%) G&A Expense 36.6 34.0 (2.6) (7.6%) Interest Expense 9.6 6.8 (2.8) (41.5%) Net Income $10.8 $10.9 ($0.1) (1.1%) ROA 4.6% 5.4% (0.8%) (14.8%) ROE 15.7% 18.7% (3.0%) (16.0%) Diluted EPS $0.90 $0.92 ($0.02) (2.2%) • GAAP net income of $10.8 million, or $0.90 diluted EPS. 4Q 2017 net income includes $0.30 per share of tax benefit from:—Federal tax rate reduction on our net deferred tax liability ($3.1 million or $0.27 cents per share)—R&D tax credit ($0.4 million or $0.03 per share) • Total revenue growth of 16.1% driven by $115 million year-over-year portfolio growth—Total finance receivables increased 14.0% year-over-year—$1.5 million increase due to lower non-file insurance claims (with corresponding increase in net credit losses, resulting in no impact on net income) • Provision for credit losses is up $4.2 million primarily due to: - 14% increase in total finance receivables—$1.5 million increase due to shift in non-file claims noted above, which resulted in no impact on net income • Annualized G&A expenses as a percentage of average finance receivables declined 100 basis points from the prior-year period • Higher interest expense due to portfolio growth as well as Fed rate increases 3

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15 Consecutive Quarters of Double-Digit Portfolio Growth in millions vs. 3Q 18 vs. 4Q 17 Finance Receivables 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 $ Chg I/(D) % Chg I/(D) $ Chg I/(D) % Chg I/(D) Small Loans ( £ $2,500) $349 $358 $336 $349 $363 $376 $360 $385 $414 $438 $23 5.6% $62 16.5% Large Loans (> $2,500) $217 $235 $242 $268 $309 $347 $364 $392 $411 $438 $27 6.6% $91 26.1% Core Loan Products $566 $594 $578 $617 $672 $723 $724 $777 $825 $876 $50 6.1% $153 21.1% Retail Loans $33 $34 $31 $30 $31 $33 $32 $31 $31 $30 ($0) (0.2%) ($3) (7.9%) Automobile Loans $97 $90 $86 $80 $72 $61 $49 $39 $32 $26 ($6) (19.1%) ($35) (57.4%) Total $696 $718 $695 $727 $775 $817 $805 $847 $888 $932 $44 5.0% $115 14.0% Total YoY Ä ($) $95 $89 $88 $81 $79 $100 $110 $120 $113 $115 Total YoY Ä (%) 15.7% 14.2% 14.4% 12.5% 11.3% 13.9% 15.8% 16.6% 14.6% 14.0% Product Mix • 15 consecutive quarters of 60.0% 60.0% double-digit growth Small Loans 50.0%50.2% 50.0% 47.0% • Core loans are 94% of total Receivables 46.9% 40.0% 40.0% loan portfolio Large Loans Finance 30.0%31.2% 30.0% • Strong core loan growth of Retail Loans Total 21% from prior year of 20.0% 20.0% Automobile Loans % 14.0% • Approximately 50% of small 10.0% 10.0% 4.7% 3.3% loans qualify to apply for a 2.8% 0.0% 0.0% large loan offer 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 4

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10 Consecutive Quarters of Double-Digit Revenue Growth $90.0 Revenue $83.7 $85.0 $77.9 • $1.5 million of year- $80.0 $72.6 over-year revenue $75.0 $72.1 $72.4 increase due to $69.2 $70.0 reduction of non-file Millions $65.8 $65.3 $64.0 insurance claims (with $65.0 $62.5 offsetting increase in $60.0 net credit losses, $55.0 resulting in no impact $50.0 on net income) 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 Interest & Fee Income Insurance Income Other Income Total Revenue 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 Sequential Ä 9.0% 2.5% 2.8% (0.7%) 5.9% 4.2% 0.7% (0.3%) 7.6% 7.5% YoY Ä 13.4% 12.9% 16.1% 14.0% 10.8% 12.6% 10.3% 10.8% 12.6% 16.1% Average Finance Receivables $1,000 40.0% Total Revenue and Interest & Fee Yield $913 AFR) $900 of 37.5% 37.0% 37.1% 36.9% 36.7% 36.7% $869 % 36.2% 36.2% 35.7% 35.9% 35.4% $814 $818 $797 35.0% 34.0% Millions 33.8% 33.8% 33.8% $800 33.4% 33.3% 33.2% $754 32.7% 32.9% (Annualized 32.5% $709 $708 32.5% $707 $700 $675 Yields 30.0% 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 $600 Total Revenue Yield Interest & Fee Yield 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 Total Revenue 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 Sequential Ä 8.0% 4.8% 0.3% (0.2%) 6.5% 5.7% 2.2% 0.4% 6.2% 5.0% Sequential Ä 0.3% (0.8%) 0.9% (0.2%) (0.2%) (0.5%) (0.5%) (0.3%) 0.5% 0.8% YoY Ä 14.6% 15.1% 14.9% 13.3% 11.8% 12.7% 14.8% 15.6% 15.3% 14.5% YoY Ä (0.4%) (0.7%) 0.4% 0.2% (0.3%) 0.0% (1.4%) (1.5%) (0.8%) 0.5% 5

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Provision Expense Tracking with Growth Net Credit Loss Rates 12.0% 10.9% 12.0% • 4Q 18 net credit loss rate 9.9% 10.2% AFR) 9.8% 9.5% includes 30 basis points of of 10.0% 9.0% 9.1% 10.0% % 8.0% 7.8% 7.7% higher impact from shift of 8.0% 8.0% non-file claims vs. 4Q 17 (Annualized 6.0% 6.0% • Net credit loss rate will Losses 4.0% 4.0% include at least 70 basis Credit 2.0% Net Credit Loss Rates 2.0% Net points of shift in non-file 0.0% 0.0% claims in future periods 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 Sequential Ä (0.6%) 1.8% 1.1% (1.0%) (2.1%) 1.2% 1.2% (0.7%) (1.8%) 1.4% • Non-file shift has offsetting Year/Year Ä (0.5%) 2.1% 1.2% 1.3% (0.2%) (0.8%) (0.7%) (0.4%) (0.1%) 0.1% Net credit loss rate above includes: increase to revenue with no Non-file claims 0.5% 0.9% 0.5% 0.4% 0.3% 0.1% 0.2% 0.7% impact on net income Bulk debt sale proceeds — (0.5%) — ——Hurricane losses ——0.0% 0.5% 0.3%—0.1% Provision for Credit Losses $30.0 35.0% 30.3% 30.3% Allowance as % of Finance Receivables 29.1% 28.5% 29.1% 28.3% 27.0% 26.9% 27.9% 30.0% $25.0 26.3% $80.0 7.0% 6.1% 6.2% 6.3% $23.6 $23.7 25.0% 5.7% 5.9% 5.8% 6.0% 5.9% 5.7% $20.0 $70.0 5.6% 6.0% $20.2 $20.2AFR $19.4 $19.1 $19.5 $19.5 20.0% $18.6 $15.0 Losses $60.0 EFR) $16.4 and $58.3 5.0%of 15.0% $55.3 Millions 11.0% 10.8% 10.5% 10.7% 10.9% $50.0 9.7% 9.8% 9.9% 10.4% $10.0 9.6% 4.0%(% Credit $48.9 $47.8 $48.5 10.0%Revenue $40.0 $47.4 for $41.3 $41.0 $42.0 $5.0 of $39.1 3.0% 5.0% % $30.0 $0.0 0.0% 2.0%Allowance $20.0 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 Allowance Provision for Credit Losses % of Revenue Annualized % of AFR $10.0 1.0% % of Revenue 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 $0.0 0.0% Sequential Ä 2.9% 4.0% (1.2%) (0.6%) 0.6% (2.1%) (0.1%) 1.0% 2.4% (2.0%) 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 YoY Ä 0.7% 10.1% 4.8% 5.1% 2.8% (3.3%) (2.2%) (0.6%) 1.2% 1.3% Allowance Allowance as % of Finance Receivables % of AFR 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 Sequential Ä 1.1% 1.3% (0.2%) (0.3%) 0.2% (0.9%) (0.2%) 0.3% 1.0% (0.5%) Sequential Ä 0.0% 0.1% 0.2% (0.1%) 0.3% (0.1%) (0.1%) (0.2%) 0.5% 0.1% YoY Ä 0.1% 3.5% 1.9% 1.9% 1.0% (1.2%) (1.2%) (0.6%) 0.2% 0.6% YoY Ä (0.7%) (0.3%) (0.1%) 0.2% 0.5% 0.3% 0.0% (0.1%) 0.1% 0.3% 6

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Seasonal Pattern of Delinquency $80.0 30+ Delinquency Trend $70.0 $9.1 $60.0 $6.8 $7.3 $10.9 $32.3 $50.0 $8.5 $6.9 $6.2 $8.9 $6.7 $25.5 $5.8 $27.5 $8.8 Millions $5.5 $12.3 in $40.0 $7.2 $21.4 $8.2 $25.1 $6.6 $6.8 $22.7 $6.9 $22.0 $10.2 $11.3 $7.9 $6.3 $19.6 $26.4 $7.0 $21.2 $9.7 $8.4 $8.4 $10.0 $30.0 $7.8 $9.7 $17.4 $15.4 $7.6 $15.3 $11.6 $12.1 $11.0 $11.6 $10.7 $20.0 $11.5 Delinquency $9.9 $10.0 $22.2 $22.5 $17.3 $16.7 $17.0 $18.6 $18.7 $18.9 $13.9 $14.9 $0.0 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 30-59 Days 60-89 Days 90-119 Days 120-149 Days 150-179 Days 30+ & 90+ Delinquency Rates 4Q 18 delinquency up partially to 10.0% 10.0% • due 7.4% 7.5% 7.7% mid-year tightening of underwriting: 8.0% 7.1% 6.8% 7.1% 8.0% 6.5% 6.5% 6.5% 6.3% Receivables 6.0% 6.0% - 30+ days past due of 7.7% is 0.2% higher 3.5% 3.4% 3.3% 3.5% than prior year 4.0% 3.1% 3.0% 2.9% 2.9% 4.0% Finance 2.7% 2.6% of 2.0% 2.0% - 90+ days past due of 3.5% is 0.1% higher % 0.0% 0.0% than prior year 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 30+ Delinquency Rate 90+ Delinquency Rate • 30+ day delinquencies include 0.4% and 30+ DQ 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 0.3% related to hurricane-affected Sequential Ä 0.3% 0.3% (0.9%) 0.0% 0.3% 0.7% (1.0%) (0.2%) 0.8% 0.6% YoY Ä (0.2%) 0.2% 0.3% (0.3%) (0.3%) 0.1% 0.0% (0.2%) 0.3% 0.2% branches as of Dec 31, 2018 and Dec 31, 90+ DQ 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 2017, respectively. Sequential Ä 0.4% 0.4% (0.5%) (0.3%) 0.2% 0.5% (0.1%) (0.7%) 0.3% 0.6% YoY Ä 0.3% 0.4% 0.0% 0.0% (0.2%) (0.1%) 0.3% (0.1%) 0.0% 0.1% 7

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G&A Expense Ratio Improved 100 Basis Points Total G&A Expenses $50.0 20.0% 18.1% 17.7% 17.9% 18.0% 17.1% 17.0% 16.3% 16.2% 16.5% 16.1% $40.0 15.0% $34.6 $35.9 $36.6 $33.8 $34.0 $33.2AFR $30.0 $31.5 $31.6 of $30.5 % Millions $28.8 10.0% $20.0 Annualized 5.0% $10.0 $0.0 0.0% 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 Sequential Ä 3.1% (5.3%) 9.1% 0.6% 6.9% 0.5% 1.7% (4.0%) 8.0% 2.1% YoY Ä 16.3% 1.0% 5.5% 7.1% 11.1% 18.0% 10.0% 5.0% 6.0% 7.6% As % of AFR 18.1% 16.3% 17.7% 17.9% 18.0% 17.1% 17.0% 16.2% 16.5% 16.1% • 4Q 18 annualized G&A expense as a percentage of average finance receivables improved 100 basis points from the prior-year period 8

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RESIONAL TM MANAGEMENT

Exhibit 99.3

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Regional Management Corp. Announces the Retirement

of Chief Financial Officer Don Thomas

- Remaining in CFO role until a successor is chosen -

- Will support new CFO to ensure a smooth and orderly transition -

Greenville, South Carolina – February 12, 2019 – Regional Management Corp. (NYSE: RM), a diversified consumer finance company, today announced that Executive Vice President and Chief Financial Officer Donald E. Thomas is retiring from Regional, pending the appointment of a new CFO. Mr. Thomas will remain in his role until a successor is chosen and will stay on to ensure a smooth and orderly transition. Regional has engaged an executive search firm to conduct a search for its new CFO.

“On behalf of the Board of Directors and the entire Regional Management team, I want to express my deepest gratitude to Don for his significant contributions to Regional over the past six years and congratulate him on a well-deserved retirement,” said Peter R. Knitzer, President and Chief Executive Officer of Regional Management. “Under Don’s leadership, and with the support of our bank group, Regional doubled the size of its senior revolving credit facility and added new banks. In addition, Don orchestrated Regional’s diversification of its funding sources, including through Regional’s first asset-backed securitization transactions. Regional is strongly positioned for sustained growth and profitability. On a personal note, Don has been a terrific partner and a valuable member of Regional’s management team. We appreciate that Don has agreed to remain onboard throughout the search and transition process, and we wish Don only the best as he moves into the next chapter of his life.”

“It has been an honor and pleasure to work beside such a strong, disciplined, and talented team during my time at Regional,” said Mr. Thomas. “I am confident that the leadership team at Regional will continue to drive the company to new heights and create significant value for shareholders.”

Forward-Looking Statements

including levels of unemployment and bankruptcies; risks associated with Regional Management’s transition to a new loan origination and servicing software system; risks related to opening new branches, including the ability or inability to open new branches as planned; risks inherent in making loans, including repayment risks and value of collateral, which risks may increase in light of adverse or recessionary economic conditions; risks relating to Regional Management’s asset-backed securitization transactions; changes in interest rates; the risk that Regional Management’s existing sources of liquidity become insufficient to satisfy its needs or that its access to these sources becomes unexpectedly restricted; changes in federal, state, or local laws, regulations, or regulatory policies and practices, and risks associated with the manner in which laws and regulations are interpreted, implemented, and enforced; the impact of changes in tax laws, guidance, and interpretations, including related to certain provisions of the Tax Cuts and Jobs Act; the timing and amount of revenues that may be recognized by Regional Management; changes in current revenue and expense trends (including trends affecting delinquencies and credit losses); changes in Regional Management’s markets and general changes in the economy (particularly in the markets served by Regional Management); changes in the competitive environment in which Regional Management operates or in the demand for its products; the impact of a prolonged shutdown of the federal government; risks related to acquisitions; changes in operating and administrative expenses; and the departure, transition, or replacement of key personnel. Such factors and others are discussed in greater detail in Regional Management’s filings with the Securities and Exchange Commission. Regional Management will not update the information contained in this press release beyond the publication date, except to the extent required by law, and is not responsible for changes made to this document by wire services or Internet services.

About Regional Management Corp.

Contact:

Investor Relations

Garrett Edson, (203) 682-8331