| Item 1. | |
| (a) | Name of issuer:
Regional Management Corp. |
| (b) | Address of issuer's principal executive offices:
979 BATESVILLE ROAD, Suite B, GREER, SOUTH CAROLINA, 29651. |
| Item 2. | |
| (a) | Name of person filing:
This joint statement on Schedule 13G is being filed by Forager Fund, LP, a Delaware limited partnership (the "Fund"), Forager Capital Management, LLC, a Delaware limited liability company and the general partner of the Fund (the "General Partner"), Edward Kissel and Robert MacArthur (collectively, the "Reporting Persons"). |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is 2025 3rd Ave. N, Suite 350, Birmingham, AL 35203.
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| (c) | Citizenship:
The Fund is a Delaware limited partnership. The General Partner is a Delaware limited liability company. Each of Messrs. Kissel and MacArthur is a citizen of the United States. |
| (d) | Title of class of securities:
Common Stock, $0.10 par value |
| (e) | CUSIP No.:
75902K106 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The Reporting Persons, in the aggregate, beneficially own 899,026 shares of Common Stock of the Issuer. |
| (b) | Percent of class:
9.1%. The percentages of beneficial ownership reported herein, and on each Reporting Person's cover page to this Schedule 13G, are based on a total of 9,831,461 shares of the Common Stock issued and outstanding as of February 19, 2025, as reported in the annual report of the Issuer on Form 10-K for its fiscal year ended December 31, 2024. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Each of the Fund and the General Partner has the sole power to vote or to direct the vote of 899,026 shares of Common Stock. Each of Messrs. Kissel and MacArthur has the sole power to vote or to direct the vote of 0 shares of Common Stock.
|
| | (ii) Shared power to vote or to direct the vote:
Each of the Fund and the General Partner has the shared power to vote or to direct the vote of 0 shares of Common Stock. Each of Messrs. Kissel and MacArthur has the shared power to vote or to direct the vote of 899,029 shares of Common Stock.
|
| | (iii) Sole power to dispose or to direct the disposition of:
Each of the Fund and the General Partner has the sole power to dispose or to direct the disposition of 899,026 shares of Common Stock. Each of Messrs. Kissel and MacArthur has the sole power to dispose or to direct the disposition of 0 shares of Common Stock.
|
| | (iv) Shared power to dispose or to direct the disposition of:
Each of the Fund and the General Partner has the shared power to dispose or to direct the disposition of 0 shares of Common Stock. Each of Messrs. Kissel and MacArthur has the shared power to dispose or to direct the disposition of 899,029 shares of Common Stock.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)