Item 1.01. Entry into a Material Definitive Agreement.

On October 8, 2021 (the "Closing Date"), Regional Management Corp. (the "Company") completed a private offering and sale of $125 million principal amount of asset-backed notes (the "2021-3 Securitization"). The 2021-3 Securitization consisted of the issuance of one tranche of fixed-rate, asset-backed notes (the "Notes") issued by Regional Management Issuance Trust 2021-3 (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 unpaid principal balance of approximately $147.0 million as of August 31, 2021 (the "Loans").

A large institutional investor acted as the initial purchaser.

The following table summarizes certain aspects of the 2021-3 Securitization:





Principal Amount:      $125.0 million

Interest Rate:         3.875%

Revolving Period:      Ends on the close of business on September 30, 2026

Optional Call Date:    Beginning October 15, 2024

Final Maturity Date:   October 17, 2033

To implement the 2021-3 Securitization, certain wholly-owned direct or indirect subsidiaries of the Company (each a "Regional Originator") distributed and assigned either directly or indirectly certain Loans and related assets to the Company pursuant to an omnibus distribution and assignment agreement, dated as of the Closing Date, by and between such subsidiaries and the Company (the "Omnibus Distribution and Assignment Agreement"). The Company then sold and conveyed the Loans and related assets to Regional Management Receivables III, LLC, a Delaware limited liability company and special purpose subsidiary of the Company (the "Depositor"), pursuant to a loan purchase agreement, dated as of the Closing Date, by and between the Company and the Depositor (the "Loan Purchase Agreement"). The Depositor then conveyed the Loans and related assets to the Issuer pursuant to a sale and servicing agreement, dated as of the Closing Date, by and among the Depositor, the Issuer, the Company as servicer (the "Servicer"), and certain affiliates of the Company as subservicers (the "Sale and Servicing Agreement").

In connection with the 2021-3 Securitization, (i) Regional Management Receivables II, LLC, a special purpose entity and wholly-owned subsidiary of the Company (the "RMR II Warehouse Borrower"), entered into a purchase agreement, dated as of the Closing Date, by and between the RMR II Warehouse Borrower and the Company (the "RMR II Purchase Agreement"), (ii) Regional Management Receivables IV, LLC, a special purpose entity and wholly-owned subsidiary of the Company (the "RMR IV Warehouse Borrower"), entered into a purchase agreement, dated as of the Closing Date, by and between the RMR IV Warehouse Borrower and the Company (the "RMR IV Purchase Agreement"), (iii) Regional Management Receivables V, LLC, a special purpose entity and wholly-owned subsidiary of the Company (the "RMR V Warehouse Borrower"), entered into a purchase agreement, dated as of the Closing Date, by and between the RMR V Warehouse Borrower and the Company (the "RMR V Purchase Agreement"). Each purchase agreement provides that after the Closing Date, each borrower may sell certain Loans and related assets to the Company, which will be subsequently sold and conveyed to the Depositor pursuant to the Loan Purchase Agreement.

The Omnibus Distribution and Assignment Agreement, the RMR II Purchase Agreement, the RMR IV Purchase Agreement, the RMR V Purchase Agreement, and the Loan Purchase Agreement each contain customary corporate representations and warranties and customary covenants of the Regional Originators, the RMR II Warehouse Borrower, the RMR IV Warehouse Borrower, the RMR V Warehouse Borrower, and the Company, respectively, including negative covenants restricting (i) the sale, assignment, or transfer of the purchased Loans and related assets (or any interest therein) to another person and (ii) the taking of any other action that is inconsistent with the ownership of the purchased Loans and related assets. In order for a Loan to be eligible for sale by the Company to the Depositor, the Loan must meet all applicable eligibility criteria. The eligibility criteria include, among other things, that the applicable Loan (i) has an amount financed that is greater than $500 and less than $25,000, (ii) has an original and current annual percentage rate equal to or greater than 5.00% and equal to or less than 70.00%, (iii) has been serviced and at all times maintained in accordance with the Company's credit and collection policy by the Company or an affiliate, (iv) arises from or in connection with a bona fide sale or loan transaction (including any amounts in respect of interest and other charges and fees assessed on the Loan), (v) if the related contract is an electronic contract, then it is an electronic loan, and (vi) complies in all material respects with applicable law.





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The Loans will be serviced pursuant to the terms of the Sale and Servicing Agreement. The Servicer may delegate servicing responsibilities to other persons and will enlist the affiliates of the Company that originated the Loans to act as subservicers. The Sale and Servicing Agreement contains customary servicer defaults (subject to materiality thresholds and cure periods), including (i) failure by the Servicer to make any required payment, transfer, or deposit or to give instructions or notice to Wells Fargo Bank, National Association, as indenture trustee (the "Indenture Trustee") to make such payment, transfer, or deposit, in an aggregate amount exceeding $50,000, (ii) non-compliance with covenants, (iii) breach of a representation, warranty, or certification, or (iv) an insolvency event involving the Servicer. If the Company, as servicer, defaults in its obligations under the Sale and Servicing Agreement, the Indenture Trustee may (and upon the written direction of the required noteholders shall) terminate and replace the Servicer.

The Notes were issued by the Issuer pursuant to an indenture, dated as of the Closing Date, by and among the Issuer, the Indenture Trustee, Wells Fargo National Bank, National Association, as the account bank, and the Servicer (the "Indenture"). The stated maturity of the Notes is October 17, 2033 (the "Stated Maturity"). Prior to maturity, the Issuer may redeem the Notes in full, but not in part, at its option (an "Optional Call") on any business day on or after the Note payment date occurring in October 2024 (as applicable, the "Redemption Date"). The amount at which the Notes may be redeemed must equal at least the sum of (i) the product of (a) the aggregate principal balance of the Notes on the record date preceding the Redemption Date, multiplied by (b) the applicable redemption price percentage plus (ii) accrued and unpaid interest on the Notes, plus (iii) any accrued and unpaid other contractual expenses, indemnification amounts, or other amounts owed by the Issuer, minus (iv) all amounts then on deposit in the collection account, principal distribution account, and reserve account (the "Note Accounts") and available to be distributed pursuant to the priority of payments on the Redemption Date. With respect to any Note subject to an Optional Call, the redemption price percentage shall mean (i) on any business day on or after the payment date occurring in October 2024, 102%, (ii) on any business day on or after the payment date occurring in October 2025, 101% or (iii) on any business day on or after the payment date occurring in October 2026, 100%.

The Indenture also permits the Issuer or the required noteholders to redeem the Notes in the event certain regulatory events occur which seek to limit the origination of loans with an APR of greater than 36%, provided that at least 40% of the underlying eligible loans that are held by the Issuer as of the most recent monthly determination date, based on the aggregate loan principal balance of such eligible loans, were originated in one or more states where such cap on interest is applicable.

No payments of principal of the Notes will be made during the Revolving Period. The Company may indirectly sell and convey additional Loans to the Issuer during the Revolving Period until the earlier of the close of business on September 30, 2026 and the close of business immediately preceding the day on which an early amortization event or event of default (as described below) is deemed to have occurred, provided that, after the Revolving Period is terminated, it may be reinstated in certain limited circumstances. Under the Indenture, an early amortization event includes a Servicer default.

The Indenture also contains customary events of default (subject to materiality thresholds and cure periods), including (i) failure of the Indenture Trustee to maintain a first priority perfected security interest in all or a material portion of the trust estate, (ii) the Issuer or the Depositor becoming taxable as an association or a publicly traded partnership taxable as a corporation under the Internal Revenue Code, (iii) failure to pay the principal balance of all outstanding Notes, together with all accrued and unpaid interest thereon, in full on the Stated Maturity, (iv) non-compliance with covenants on the part of the Issuer or the Depositor, or (v) a breach of a representation, warranty, or certification by the Issuer, the Depositor, or the Servicer. . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.                                     Description

4.1            Indenture, dated October 8, 2021, by and among Regional Management
             Issuance Trust 2021-3, as issuer, Regional Management Corp., as
             servicer, Wells Fargo Bank, N.A., as indenture trustee, and Wells
             Fargo Bank, N.A., as account bank.

10.1           Sale and Servicing Agreement, dated October 8, 2021, by and among
             Regional Management Receivables III, LLC, as depositor, Regional
             Management Corp., as servicer, the subservicers party thereto, and
             Regional Management Issuance Trust 2021-3, as issuer.

99.1           Press Release, dated on or about October 12, 2021

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).




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